ARTICLE I DEFINITIONS...........................................................      1
         1.1      Certain Definitions...........................................      1
         1.2      Other Definitions; Rules of Construction......................     14

ARTICLE II. THE COMMITMENTS AND THE LOANS.......................................     15
         2.1      Commitment of the Banks.......................................     15
         2.2      Termination and Reduction of Commitment.......................     15
         2.3      Fees..........................................................     16
         2.4      Disbursement of Loans.........................................     16
         2.5      Conditions for First Disbursement.............................     17
         2.6      Further Conditions for Disbursement...........................     19
         2.7      Security and Collateral.......................................     20
         2.8      Borrowing Base Adjustments....................................     20
         2.9      Conversion and Continuation of Outstanding Borrowings.........     21
         2.10     Minimum Amount of Each Borrowing..............................     21
         2.11     Lending Installations.........................................     21

ARTICLE III PAYMENTS AND PREPAYMENTS OF LOANS...................................     26
         3.1      Principal Payments and Prepayments............................     26
         3.2      Interest and Interest Payments................................     26
         3.3      Payment Method................................................     27
         3.4      No Setoff or Deduction........................................     28
         3.5      Payment on Non-Business Day; Payment Computations.............     28
         3.6      Yield Protection..............................................     28
         3.7      Changes in Capital Adequacy Regulations.......................     29
         3.8      Availability of Types of Borrowings...........................     29
         3.9      Funding Indemnification.......................................     29
         3.10     Taxes.........................................................     30
         3.11     Bank Statements; Survival of Indemnity........................     31

ARTICLE IV REPRESENTATIONS AND WARRANTIES.......................................     32
         4.1      Corporate Existence and Power.................................     32
         4.2      Authority.....................................................     32
         4.3      Binding Effect................................................     33
         4.4      Subsidiaries..................................................     33
         4.5      Litigation....................................................     33
         4.6      Financial Condition...........................................     33
         4.7      Use of Loans..................................................     34
         4.8      Consents, Etc.................................................     34
         4.9      Taxes.........................................................     34
         4.10     Title to Properties...........................................     34
         4.11     ERISA.........................................................     35
         4.12     Disclosure....................................................     35

         4.13     Environmental Matters.............................................    35
         4.14     Common Enterprise.................................................    35

ARTICLE V COVENANTS........ ........................................................    36
         5.1      Affirmative Covenants.............................................    36
         5.2      Negative Covenants................................................    40

ARTICLE VI DEFAULT..................................................................    45
         6.1      Events of Default.................................................    45
         6.2      Remedies..........................................................    48

ARTICLE VII. THE AGENT; TAXES; RATABLE PAYMENTS; BENEFIT OF AGREEMENT; ASSIGNMENTS
             AND PARTICIPATIONS; DISTRIBUTION OF PROCEEDS...........................    49
         7.1      Appointment; Nature of Relationship...............................    49
         7.2      Powers............................................................    50
         7.3      General Immunity..................................................    50
         7.4      No Responsibility for Loans, Recitals, etc........................    50
         7.5      Action on Instructions of Banks...................................    50
         7.6      Employment of Agents and Counsel..................................    50
         7.7      Reliance on Documents; Counsel....................................    51
         7.8      Agent's Reimbursement and Indemnification.........................    51
         7.9      Notice of Default.................................................    51
         7.10     Rights as a Bank..................................................    51
         7.11     Bank Credit Decision..............................................    52
         7.12     Successor Agent...................................................    52
         7.13     Delegation to Affiliates..........................................    52
         7.14     Execution of Collateral Documents.................................    53
         7.15     Collateral Releases...............................................    53
         7.16     Ratable Payments..................................................    53
         7.17     Successors and Assigns............................................    53
         7.18     Participations....................................................    54
         7.19     Assignments.......................................................    54
         7.20     Dissemination of Information......................................    55
         7.21     Tax Treatment.....................................................    55
         7.22     Distribution of Proceeds of Collateral and Guaranties.............    55

ARTICLE VIII MISCELLANEOUS..........................................................    56
         8.1      Amendments, Etc...................................................    56
         8.2      Notices...........................................................    57
         8.3      No Waiver By Conduct; Remedies Cumulative.........................    58
         8.4      Reliance on and Survival of Various Provisions....................    58
         8.5      Expenses; Indemnification.........................................    58
         8.6      Counterparts......................................................    59
         8.7      Governing Law.....................................................    59
         8.8      Table of Contents and Headings....................................    59

8.9      Construction of Certain Provisions................................    59
8.10     Integration and Severability......................................    59
8.11     Independence of Covenants.........................................    60
8.12     Interest Rate Limitation..........................................    60
8.13     Nonliability of Banks.............................................    60
8.14     Consents to Renewals, Modifications and Other Actions and Events..    60
8.15     Several Obligations; Benefits of this Agreement...................    61
8.16     Waivers, Etc......................................................    61
8.17     Waiver Of Jury Trial..............................................    64

Exhibit A     Borrowing Base Certificate
Exhibit B     Guaranty Agreement
Exhibit C     Revolving Credit Note
Exhibit D     Security Agreement
Exhibit E     Request for Loan
Exhibit F     Request for Continuation/Conversion
Exhibit G     Assignment

SCHEDULES

Schedule 4.4 (Subsidiaries)
Schedule 5.2(e) (Indebtedness)
Schedule 5.2(f) (Liens)
Schedule 5.2(m) (Investments, Loans and Advances)

THIS CREDIT AGREEMENT, dated as of September 30, 2002 (this "Agreement"), is by and among ASSET ACCEPTANCE, LLC, a Delaware limited liability company, FINANCIAL CREDIT, LLC, a Delaware limited liability company, CFC FINANCIAL, LLC, a Delaware limited liability company, and CONSUMER CREDIT, LLC, a Delaware limited liability company (collectively, the "Borrowers"), BANK ONE, NA, a national banking association with its main office in Chicago, Illinois ("Bank One"), STANDARD FEDERAL BANK, NA, a national banking association, NATIONAL CITY BANK OF MICHIGAN/ILLINOIS, a national banking association, FIFTH THIRD BANK, EASTERN MICHIGAN, a Michigan banking corporation, and COMERICA BANK, a Michigan banking corporation (together with Bank One and any other lenders party hereto from time to time by assignment pursuant to
Section 7.19, collectively, the "Banks" and, individually, a "Bank"), and BANK ONE, NA, as LC Issuer and administrative agent on behalf of the Banks (the "Agent").

INTRODUCTION

The Borrowers desire to obtain a revolving credit facility in the aggregate principal amount of $80,000,000 in order to (i) finance the recapitalization of Asset Acceptance Corp. and certain of its affiliates (the "Recapitalization"), (ii) refinance the indebtedness outstanding under the Credit Agreement dated as of June 26, 2000, as amended, among certain banks, Bank One, as agent for such banks, and Asset Acceptance Corp., Lee Acceptance Corp., Financial Credit Corp and CFC Financial Corp. (successor by merger to City Financial Corp.), as borrowers (such borrowers being, collectively, the "Existing Borrowers" and such agreement, as amended, being the "Existing Credit Agreement"), (iii) pay certain fees and expenses related to the Recapitalization, and (iv) finance the purchase of portfolios of charged-off consumer receivables, and the Banks are willing to establish such a credit facility in favor of the Borrowers on the terms and conditions herein set forth.

TERMS

In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Certain Definitions. As used herein and in the Schedules and Exhibits attached hereto, the following terms shall have the following respective meanings:

"Adjusted EBITDA" of any person shall mean, for any period, the sum, without duplication, of (a) the EBITDA of such person for such period, plus (b) the Amortized Collections of such person for such period.

"Adjusted Receivables Balances" of any person at any date shall mean the sum of (a) 50% of the aggregate amount of all Receivables owned by such person with respect to which

a payment has been received by such person within the 90-days immediately preceding such date plus (b) 0.25% of the aggregate amount of all other Receivables of such person.

"Affiliate", when used with respect to any person shall mean any other person which, directly or indirectly, controls or is controlled by or is under common control with such person. For purposes of this definition "control" (including the correlative meanings of the terms "controlled by" and "under common control with"), with respect to any person, shall mean possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or by contract or otherwise.

"Age Adjusted Percentage" shall mean, with respect to any Receivables Portfolio of any Borrower, (a) for the period from and including the date such Borrower or its predecessor acquires such Receivables Portfolio to and including the end of the fourth full calendar month ending after such date, eighty-five percent (85%), and (b) for any subsequent calendar month beginning after such fourth full calendar month, the percent equal to eighty-five percent (85%) less three percent (3%) for each successive calendar month that has begun since the end of such fourth full calendar month.

"Aggregate Commitment" means the aggregate of the Commitments of all of the Banks, not exceeding $80,000,000, as such amount may be reduced from time to time pursuant to the terms hereof.

"Aggregate Outstanding Credit Exposure" means, at any time, the aggregate of the Outstanding Credit Exposure of all the Banks.

"Amortized Collections" of any Borrower shall mean, for any period, the aggregate Collections of such Borrower that are applied to amortize the Receivables assets of such Borrower.

"Applicable Margin" shall mean, for purposes of determining for any calendar quarter or portion thereof (the "Application Quarter") the Floating Rate applicable to Floating Rate Loans then outstanding and for any Interest Period or portion thereof the Eurodollar Rate applicable to Eurodollar Loans then outstanding, as the case may be, the applicable margin (expressed as a percentage per annum) in accordance with the following chart based upon the ratio of the Consolidated Total Liabilities of the Borrowers to the Consolidated EBITDA of the Borrowers as of the end of the latest fiscal quarter of the Borrowers ended prior to the Application Quarter or Interest Period, as the case may be, for which a compliance certificate has been furnished in accordance with
Section 5.1(d)(iv):

---------------------------------------------------------------------------------------------------------------
     Ratio of the Borrowers' Consolidated            Applicable Margin for Floating       Applicable Margin for
     Total Liabilities to the Borrowers'                       Rate Loans                    Eurodollar Loans
           Consolidated EBITDA                                    (%)                              (%)
---------------------------------------------------------------------------------------------------------------
Greater than 1.5 to 1.0                                           0.25                             3.00
---------------------------------------------------------------------------------------------------------------
Greater than 1.0 to 1.0 but equal to or                           0.00                             2.75
less than 1.5 to 1.0
---------------------------------------------------------------------------------------------------------------
Equal to or less than 1.0 to 1.0                                  0.00                             2.50
---------------------------------------------------------------------------------------------------------------

Such ratio shall be determined from the then most recent compliance certificate delivered by the Borrowers from time to time pursuant to Section 5.1(d)(iv). Each change in the Applicable Margin shall be effective on the first day of the first calendar month beginning after delivery of any such compliance certificate; provided that, in the event that the Borrowers shall at any time fail to furnish to the Banks any compliance certificate when and as required to be delivered pursuant to Section 5.1(d)(iv), the maximum Applicable Margin shall apply until such time as such compliance certificate is so delivered.

"Arranger" shall mean Banc One Capital Markets, Inc.

"Asset Acceptance" shall mean Asset Acceptance, LLC, a Delaware limited liability company.

"Available Aggregate Commitment" means, at any time, the Aggregate Commitment then in effect minus the Aggregate Outstanding Credit Exposure at such time.

"Borrowing" shall mean the aggregation of Loans of the Banks to be made to a Borrower or continuations and conversions of any Loans, made on a single date and, in the case of any Eurodollar Loans, for a single Interest Period, which Borrowings may be classified for purposes of this Agreement by reference to the type of Loans comprising the related Borrowing, e.g., a "Eurodollar Rate Borrowing" is a Borrowing comprised of Eurodollar Loans and a "Floating Rate Borrowing" is a Borrowing comprised of Floating Rate Loans.

"Borrowing Base" shall mean, as of any date, the amount equal to the aggregate Borrowing Base Value of all Receivables Portfolios of the Borrowers as of such date.

"Borrowing Base Certificate" for any date shall mean an appropriately completed report as of such date in substantially the form of Exhibit A hereto, certified as true and correct as of such date by the chief financial officer of the Borrowers.

"Borrowing Base Value" shall mean, for any period, with respect to any Receivables Portfolio of any Borrower, the product of (a) the purchase price paid by such Borrower (or its Affiliate predecessor in interest) for such Receivables Portfolio, multiplied by

(b) the Age Adjusted Percentage (expressed as a decimal) applicable to such Receivables Portfolio for such period; provided that, if at any time after the acquisition of any Receivables Portfolio by any Borrower such Borrower shall sell or otherwise dispose of a portion of such Receivables Portfolio, whether in one or a series of transactions, then the "Borrowing Base Value" for such Receivables Portfolio shall be determined by the product of (a) a pro rata portion of the purchase price paid by such Borrower for such Receivables Portfolio (determined by the ratio that the aggregate face amount of the remaining Receivables in such Receivables Portfolio bears to the aggregate face amount of all the Receivables included in such Receivables Portfolio at the time of its acquisition), multiplied by (b) the applicable Age Adjusted Percentage. Notwithstanding anything to the contrary, the Borrowing Base Value with respect to any Receivables Portfolio shall be determined exclusive of any Receivables in such Receivables Portfolio that are not Eligible Receivables.

"Borrowing Date" means a date on which a Borrowing is made hereunder.

"Business Day" means a day (other than a Saturday or Sunday) on which banks generally are open in Detroit and Chicago for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system.

"Capital Lease" of any person shall mean any lease which, in accordance with generally accepted accounting principles, is or should be capitalized on the books of such person.

"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations thereunder.

"Collections" shall mean amounts obtained by any Borrower on Receivables of such Borrower in the ordinary course of business through such Borrower's collection efforts and from sales of such Receivables, where the sold Receivables do not represent more than twenty percent (20%) of the related Receivables Portfolio.

"Commitment" shall mean, with respect to each Bank, the commitment of each such Bank to make Loans to the Borrowers pursuant to Section 2.1 and participate in Facility LCs issued upon the application of Asset Acceptance in an aggregate amount outstanding at any time not exceeding the respective commitment amount for each such Bank set forth next to the name of each such Bank on the signature pages hereof, as such amounts may be reduced from time to time pursuant to Section 2.2.

"Companies" is defined in Section 4.6.

"Consolidated" or "consolidated" shall mean, when used with reference to any financial term in this Agreement, the aggregate for two or more persons of the amounts signified by such term for all such persons determined on a consolidated basis in accordance with generally accepted accounting principles or, for unconsolidated entities, determined on a combined basis after elimination of inter-company items as if such entities were consolidated in accordance with generally accepted accounting principles. Unless expressly stated otherwise,

"Consolidated" and "consolidated" shall be deemed to mean the relevant financial term with respect to the Borrower and its Subsidiaries.

"Contingent Liabilities" of any person shall mean, as of any date, all obligations of such person or of others for which such person is contingently liable, as obligor, guarantor or in any other capacity, or in respect of which obligations such person assures a creditor against loss or agrees to take any action to prevent any such loss (other than endorsements of negotiable instruments for collection in the ordinary course of business), including without limitation all reimbursement obligations of such person in respect of any letters of credit, surety bonds or similar obligations and all obligations of such person to advance funds to, or to purchase assets, property or services from, any other person in order to maintain the financial condition of such other person.

"Consulting Services Agreement" shall mean the consulting services agreement or agreements dated the Effective Date between the Borrowers and Quad-C, as amended or modified from time to time.

"Credit Extension" means the making of a Borrowing or the issuance of a Facility LC hereunder.

"Credit Extension Date" means the Borrowing Date for a Borrowing or the issuance date for a Facility LC.

"Cumulative Net Income" of any person shall mean, as of any date, the net income (after deduction for income and other taxes of such person determined by reference to income or profits of such person) for the period commencing on the specified date through the end of the most recently completed fiscal year of such person (but without reduction for any net loss incurred for any fiscal year during such period), taken as one accounting period, all as determined in accordance with generally accepted accounting principles.

"Default" shall mean any of the events or conditions described in Section 6.1 which might become an Event of Default with notice or lapse of time or both.

"Dollars" and "$" shall mean the lawful money of the United States of America.

"EBIT" of any person shall mean, for any period, the after-tax net income (exclusive of any non-recurring gains or losses) of such person for such period plus, to the extent deducted in determining such after-tax net income for such period, (a) Interest Charges of such person for such period, and
(b) income and other taxes determined by reference to income or profits of such person for such period.

"EBITDA" of any person shall mean, as of the last day of any fiscal quarter of such person, the EBIT of such person for the period of four fiscal quarters of such person then ended plus, to the extent deducted in determining such EBIT for such period, depreciation and amortization charges (excluding amortization of Receivables) of such person for such period.

"Effective Date" shall mean the effective date specified in the final paragraph of this Agreement.

"Eligible Receivable" of any Borrower shall mean any Receivable owned by such Borrower that is payable in Dollars and in which such Borrower has granted to the Agent for the benefit of the Banks and the Agent a first-priority perfected security interest pursuant to the Security Agreement, other than any such Receivable:

(a) that is not a bona fide existing obligation for which good and sufficient consideration has been given;

(b) with respect to which such Borrower does not have good and marketable title pursuant to a legal, valid and binding assignment to such Borrower;

(c) that has been repurchased by, or returned or put-back to, the person from whom such Borrower acquired such Receivable;

(d) all or any portion of which is subject to any Lien (except that in favor of the Agent under the Security Documents), or if the consideration of which such Receivable constitutes proceeds is subject to any Lien;

(e) that is due from or has been acquired from any Subsidiary or Affiliate of such Borrower (other than from an Existing Borrower in the Recapitalization);

(f) that is subordinate or junior in right or priority of payment to any other obligation or claim;

(g) that was not created in compliance, in all material respects, with all Requirements of Law, or with respect to which such Borrower, any Affiliate of such Borrower or any officer, employee, agent or representative of such Borrower or any such Affiliate has not complied with all Requirements of Law;

(h) that is not an "account," a "general intangible" or "chattel paper" under and as defined in Article 9 of the Uniform Commercial Code as then in effect in the State of Michigan; or

(i) that is not, or with respect to which any of the underlying agreements, promissory notes or other instruments and documents is not, in form and substance, reasonably satisfactory to the Agent.

"Employment Agreements" are defined in Section 2.5(o).

"Environmental Laws" at any date shall mean all provisions of law, statute, ordinance, rules, regulations, judgments, writs, injunctions, decrees, orders, awards and standards promulgated by the government of the United States of America or any foreign government or by any state, province, municipality or other political subdivision thereof or therein, or by any

court, agency, instrumentality, regulatory authority or commission of any of the foregoing concerning the protection of, or regulating the discharge of substances into, the environment.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations thereunder.

"ERISA Affiliate" shall mean any trade or business (whether or not incorporated) which, together with any Borrower or any Subsidiary of any Borrower, would be treated as a single employer under Section 414 of the Code.

"Eurodollar Base Rate" means, with respect to a Eurodollar Rate Borrowing for the relevant Interest Period, the applicable British Bankers' Association LIBOR rate for deposits in U.S. dollars as reported by any generally recognized financial information service as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, provided that, if no such British Bankers' Association LIBOR rate is available to the Agent, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the rate determined by the Agent to be the rate at which Bank One or one of its Affiliate banks offers to place deposits in U.S. dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, in the approximate amount of Bank One's relevant Eurodollar Loan and having a maturity equal to such Interest Period.

"Eurodollar Business Day" shall mean a day which is both a Business Day and a day on which dealings in Dollar deposits are carried out in the London interbank market.

"Eurodollar Loan" means a Loan which, except as otherwise provided in Section 3.2, bears interest at the applicable Eurodollar Rate.

"Eurodollar Rate" means, with respect to a Eurodollar Rate Borrowing for the relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (ii) the Applicable Margin.

"Eurodollar Rate Borrowing" means a Borrowing which, except as otherwise provided in Section 3.2, bears interest at the applicable Eurodollar Rate.

"Event of Default" shall mean any of the events or conditions described in Section 6.1.

"Excluded Taxes" shall mean, in the case of each Bank and the Agent, taxes imposed on its overall net income, and franchise taxes imposed on it, by (a) the jurisdiction under the laws of which such Bank or the Agent is incorporated or organized or (b) the jurisdiction in which such Bank's or the Agent's principal executive office or any applicable Lending Installation is located.

"Existing Borrowers" shall have the meaning assigned to such term in the Introduction to this Agreement.

"Existing Credit Agreement" shall have the meaning assigned to such term in the Introduction to this Agreement.

"Facility LC" is defined in Section 2.12.1.

"Facility LC Application" is defined in Section 2.12.3.

"Facility LC Collateral Account" is defined in Section 2.12.11.

"Federal Funds Rate" shall mean, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal Funds transaction with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day by the Federal Reserve Bank of New York, or if such rate is not so published for such day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

"Floating Rate" shall mean the per annum rate equal to the sum of (a) the Applicable Margin plus (b) the greater of (i) the Prime Rate in effect from time to time, and (ii) the sum of one-half of one (1/2 of 1%) per annum plus the Federal Funds Rate in effect from time to time; which Floating Rate shall change simultaneously with any change in such Applicable Margin or Prime Rate or Federal Funds Rate, as the case may be.

"Floating Rate Borrowing" means a Borrowing which, except as otherwise provided in Section 3.2, bears interest at the Floating Rate.

"Floating Rate Loan" means a Loan which, except as otherwise provided in Section 3.2, bears interest at the Floating Rate.

"generally accepted accounting principles" shall mean generally accepted accounting principles applied on a basis consistent with that reflected in the financial statements referred to in Section 4.6 provided, however, that if any change in generally accepted accounting principles from those applied in preparing such financial statements affects the calculation of any financial covenant contained in this Agreement, the Borrowers and the Agent hereby agree to negotiate in good faith towards making appropriate amendments acceptable to the Required Banks to the provisions of this Agreement to reflect as nearly as possible the effect of the financial covenants as in effect on the date hereof.

"Governmental Authority" means any nation or government, any state and any political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

"Guaranties" shall mean the guaranty or guaranties entered into by each of the Guarantors in favor of the Agent for the benefit of the Banks and the Agent pursuant to this

Agreement in substantially the form annexed hereto as Exhibit B, as amended or modified from time to time.

"Guarantors" shall mean Holdings and each of the domestic Subsidiaries of the Borrowers, if any, from time to time.

"Holdings" shall mean Asset Acceptance Holdings, LLC, a Delaware limited liability company and the holder of all of the membership interests of the Borrowers.

"Indebtedness" of any person shall mean, as of any date, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations of such person represented by any note, bond, debenture or similar evidence of indebtedness, (c) all obligations of such person as lessee under any Capital Lease, (d) all obligations which are secured by any Lien existing on any asset or property of such person whether or not the obligation secured thereby shall have been assumed by such person, (e) the unpaid purchase price for goods, property or services acquired by such person (except for trade accounts payable arising in the ordinary course of business that are not past due), to the extent that (i) such purchase price is not payable within six months of the incurrence of such payable and (ii) such payable is not in dispute and subject to a good faith contest by such person, (f) all obligations of such person to purchase goods, property or services where payment therefor is required regardless of whether delivery of such goods or property or the performance of such services is ever made or tendered (generally referred to as "take or pay contracts"), (g) all liabilities of such person in respect of Unfunded Benefit Liabilities under any Plan or of any ERISA Affiliate, (h) Net Mark-to-Market Exposure under all Rate Management Obligations of such person, and (i) all obligations of others similar in character to those described in clauses (a) through (h) of this definition for which such person is contingently liable, as obligor, guarantor, surety or in any other capacity, or in respect of which obligations such person assures a creditor against loss or agrees to take any action to prevent any such loss (other than endorsements of negotiable instruments for collection in the ordinary course of business), including without limitation all reimbursement obligations of such person in respect of letters of credit, surety bonds or similar obligations and all obligations of such person to advance funds to, or to purchase assets, property or services from, any other person in order to maintain the financial condition of such other person.

"Interest Charges" of any person shall mean, for any period, without duplication, the aggregate amount of all interest paid or payable by such person on Indebtedness of such person during such period.

"Interest Payment Date" shall mean (a) with respect to any Eurodollar Loan, the last day of each Interest Period with respect to such Eurodollar Loan and, in the case of any Interest Period exceeding three months, those days that occur during such Interest Period at intervals of three months after the first day of such Interest Period, and (b) in all other cases, the last Business Day of each month, commencing with the first such Business Day occurring after the date of this Agreement.

"Interest Period" means, with respect to a Eurodollar Rate Borrowing, a period of one, two, three or six months commencing on a Business Day selected by Asset Acceptance

pursuant to this Agreement. Such Interest Period shall end on the day which corresponds numerically to such date one, two, three or six months thereafter, provided, however, that if there is no such numerically corresponding day in such next, second, third or sixth succeeding month, such Interest Period shall end on the last Business Day of such next, second third or sixth succeeding month. If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day.

"LC Fee" is defined in Section 2.12.4.

"LC Issuer" means Bank One (or any subsidiary or affiliate of Bank One designated by Bank One) in its capacity as issuer of Facility LCs hereunder.

"LC Obligations" means, at any time, the sum, without duplication, of (i) the aggregate undrawn stated amount under all Facility LCs outstanding at such time plus (ii) the aggregate unpaid amount at such time of all Reimbursement Obligations.

"LC Payment Date" is defined in Section 2.12.5.

"Lending Installation" means, with respect to a Bank or the Agent, the office, branch, subsidiary or affiliate of such Bank or the Agent listed on the signature pages hereof or on a Schedule or otherwise selected by such Bank or the Agent pursuant to Section 2.11.

"Lien" shall mean any pledge, assignment, hypothecation, mortgage, security interest, deposit arrangement, option, conditional sale or title retaining contract, sale and leaseback transaction, financing statement filing, lessor's or lessee's interest under any lease, subordination of any claim or right, or any other type of lien, charge, encumbrance, preferential arrangement or other claim or right.

"Loan" shall mean any Loan made hereunder.

"Loan Documents" means this Agreement, the Notes, the Facility LC Applications and the Security Documents.

"Modified Debt Service" of any person shall mean, for any period, the sum, without duplication, of (a) Interest Charges of such person for such period, plus (b) Taxes of such person for such period, plus (c) the amount equal to the aggregate payments that would be required during three months in order to amortize in monthly installments over 30 months the amount equal to the average aggregate principal amount of the Loans outstanding during such period.

"Modify" and "Modification" are defined in Section 2.12.1.

"Multiemployer Plan" shall mean any "multiemployer plan" as defined in Section 4001(a)(3) of ERISA or Section 414(f) of the Code.

"Net Mark-to-Market Exposure" of any person shall mean, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such person arising from Rate Management Transactions. "Unrealized losses" means the fair market value of the cost to such person of replacing such Rate Management Transaction as of the date of determination (assuming the Rate Management Transaction were to be terminated as of that date), and "unrealized profits" means the fair market value of the gain to such person of replacing such Rate Management Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated as of that date).

"Note" shall mean any Revolving Credit Note.

"Obligations" means all unpaid principal of and accrued and unpaid interest on the Loans, the Reimbursement Obligations, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Borrowers to the Banks or to any Bank, the Agent, the LC Issuer or any indemnified party arising under the Loan Documents.

"Other Taxes" shall have the meaning ascribed thereto in
Section 3.10(ii).

"Outstanding Credit Exposure" means, as to any Bank at any time, the sum of (i) the aggregate principal amount of its Loans outstanding at such time, plus (ii) an amount equal to its Pro Rata Share of the LC Obligations at such time.

"Overdue Rate" shall mean (a) in respect of principal of Floating Rate Loans, a rate per annum that is equal to the sum of three percent (3%) per annum plus the Floating Rate, (b) in respect of principal of Eurodollar Loans, a rate per annum that is equal to the sum of three percent (3%) per annum plus the per annum rate in effect thereon until the end of the then current Interest Period for such Eurodollar Loan and, thereafter, a rate per annum that is equal to the sum of three percent (3%) per annum plus the Floating Rate, and
(c) in respect other amounts payable by the Borrower hereunder (other than interest), a per annum rate that is equal to the sum of three percent (3%) per annum plus the Floating Rate.

"PBGC" shall mean the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

"Permitted Liens" shall mean Liens permitted by Section 5.2(f) hereof.

"Person" or "person" shall include an individual, a corporation, an association, a partnership, a limited liability company, a trust or estate, a joint stock company, an unincorporated organization, a joint venture, a trade or business (whether or not incorporated), a government (foreign or domestic) and any agency or political subdivision thereof, or any other entity.

"Plan" shall mean any pension plan (other than a Multiemployer Plan) subject to Title IV of ERISA or to the minimum funding standards of
Section 412 of the Code which has been established or maintained by any Borrower, any Subsidiary of any Borrower or any ERISA

Affiliate, or by any other person if such Borrower, any Subsidiary of such Borrower or any ERISA Affiliate could have liability with respect to such pension plan.

"Prime Rate" shall mean the per annum rate equal to the prime rate of interest announced from time to time by Bank One or its parent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

"Prohibited Transaction" shall mean any transaction involving any Plan which is proscribed by Section 406 of ERISA or Section 4975 of the Code.

"Pro Rata Share" means, with respect to a Bank, a portion equal to a fraction the numerator of which is such Bank's Commitment and the denominator of which is the Aggregate Commitment.

"Quad-C" shall mean Quad-C Management, Inc.

"Rate Management Obligations" shall mean any and all obligations of the Borrowers, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all Rate Management Transactions, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Rate Management Transactions.

"Rate Management Transaction" shall mean any transaction (including an agreement with respect thereto) now existing or hereafter entered into among a Borrower and any of the Banks, Bank One Corporation, or any of the Banks' respective subsidiaries or affiliates or their successors, which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

"Recapitalization" has the meaning assigned to such term in the Introduction to this Agreement.

"Receivable" of a Borrower shall mean any right of such Borrower to the payment of money arising out of a consumer financing transaction, and which right was acquired by such Borrower with a group of similar rights.

"Receivables Portfolio" of a Borrower shall mean any group of Receivables of such Borrower acquired by such Borrower as part of a single transaction.

"Reimbursement Obligations" means, at any time, the aggregate of all obligations of the Borrower then outstanding under Section 2.12 to reimburse the LC Issuer for amounts paid by the LC Issuer in respect of any one or more drawings under Facility LCs.

"Reportable Event" shall mean a reportable event as described in Section 4043(b) of ERISA including those events as to which the thirty (30) day notice period is waived under Part 2615 of the regulations promulgated by the PBGC under ERISA.

"Required Banks" shall mean Banks holding not less than (i) 66 2/3% percent of the aggregate principal amount of the Loans then outstanding or
(ii) 66 2/3% percent of the aggregate Commitments if no Loans are then outstanding.

"Requirements of Law" shall mean any requirement of law, rule or regulation or Governmental Authority, whether federal, state or local (including, without limitation, usury laws, the Federal Truth in Lending Act, Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System, the Fair Debt Collection Practices Act, and the Uniform Consumer Credit Code).

"Reserve Requirement" means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed under Regulation D on Eurocurrency liabilities.

"Revolving Credit Loan" shall mean any borrowing under Section 2.4 evidenced by the Revolving Credit Notes and made pursuant to Section 2.1(a).

"Revolving Credit Note" shall mean any promissory note of the Borrowers evidencing the Loans, in substantially the form annexed hereto as Exhibit C, as amended or modified from time to time and together with any promissory note or notes issued in exchange or replacement therefor.

"Security Agreement" shall mean any security agreement entered into by any Borrower or any Guarantor in favor of the Agent for the benefit of the Banks and the Agent pursuant to this Agreement in substantially the form annexed hereto as Exhibit D, as amended or modified from time to time.

"Security Documents" shall mean, collectively, the Guaranties, the Security Agreements, any and all subordination agreements with respect to Subordinated Debt, and all other agreements and documents, including financing statements and similar documents, delivered pursuant to this Agreement or otherwise entered into by any person to secure the Loans.

"Subordinated Debt" of any person shall mean, as of any date, that Indebtedness of such person for borrowed money which is expressly subordinate and junior in right and priority of payment to the Loans and other Indebtedness of such person to the Banks in manner and by agreement satisfactory in form and substance to the Required Banks.

"Subsidiary" of any person shall mean any other person (whether now existing or hereafter organized or acquired) in which (other than directors qualifying shares required by law) at least a majority of the securities or other ownership interests of each class having ordinary voting power or analogous right (other than securities or other ownership interests which have such power or right only by reason of the happening of a contingency), at the time as of which any determination is being made, are owned, beneficially and of record, by such person or by one or more of the other Subsidiaries of such person or by any combination thereof. Unless otherwise expressly provided, all references herein to a "Subsidiary" shall mean a Subsidiary of the Borrower.

"Tangible Capital Funds" of any person shall mean, as of any date, the sum of Tangible Net Worth plus Subordinated Debt of such person.

"Tangible Net Worth" of any person shall mean, as of any date,
(a) the amount of any capital stock, paid in capital and similar equity accounts plus (or minus in the case of a deficit) the capital surplus and retained earnings of such person and the amount of any foreign currency translation adjustment account shown as a capital account of such person, less (b) the net book value of all items of the following character which are included in the assets of such person: (i) goodwill, including, without limitation, the excess of cost over book value of any asset, (ii) organization or experimental expenses, (iii) unamortized debt discount and expense, (iv) patents, trademarks, trade names and copyrights, (v) treasury stock, (vi) deferred taxes and deferred charges, (vii) franchises, licenses and permits, and (viii) other assets which are deemed intangible assets under generally accepted accounting principles.

"Taxes" shall mean any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

"Termination Date" shall mean the earlier to occur of (a) the second to last day immediately preceding the third anniversary of the date of this Agreement, and (b) the date on which the Commitments shall be terminated pursuant to Section 2.2 or 6.2.

"Total Liabilities" of any person shall mean, as of any date, all liabilities of such person, determined in accordance with generally accepted accounting principles, other than Subordinated Debt.

"Type" means, with respect to any Borrowing, its nature as a Floating Rate Borrowing or a Eurodollar Rate Borrowing and with respect to any Loan, its nature as a Floating Rate Loan or a Eurodollar Loan.

"Unfunded Benefit Liabilities" shall mean, with respect to any Plan as of any date, the amount of the unfunded benefit liabilities determined in accordance with Section 4001(a)(18) of ERISA.

1.2 Other Definitions; Rules of Construction. As used herein and in the Schedules and Exhibits attached hereto, the terms "Agent," "Bank," "Bank One," "Banks," "Borrower" and

"this Agreement" shall have the respective meanings ascribed thereto in the introductory paragraph of this Agreement. Such terms, together with the other terms defined in Section 1.1, shall include both the singular and the plural forms thereof and shall be construed accordingly. All computations required hereunder and all financial terms used herein shall be made or construed in accordance with generally accepted accounting principles unless such principles are inconsistent with the express requirements of this Agreement. Use of the terms "herein", "hereof", and "hereunder" shall be deemed references to this Agreement in its entirety and not to the Section or clause in which such term appears. References to "Sections" and "subsections" shall be to Sections and subsections, respectively, of this Agreement unless otherwise specifically provided.

ARTICLE II.

THE COMMITMENTS AND THE LOANS

2.1 Commitment of the Banks. Each Bank agrees, for itself only, subject to the terms and conditions of this Agreement, (i) to make Revolving Credit Loans to the Borrowers pursuant to Section 2.4 from time to time from and including the Effective Date to but excluding the Termination Date, and (ii) to participate in Facility LCs issued upon the request of Asset Acceptance, not to exceed in aggregate principal amount at any time outstanding the amount determined pursuant to the next following sentence. Notwithstanding anything in this Agreement to the contrary, (a) the Outstanding Credit Exposure of any Bank at any time shall not exceed the amount of its respective Commitment at such time, and (b) the aggregate Outstanding Credit Exposure of all Banks at any time outstanding shall not exceed the amount of the Borrowing Base as of the close of business on the last day of the month next preceding the date any such Credit Extension. The Loans may be made or continued as Floating Rate Borrowings or Eurodollar Rate Borrowings, or a combination thereof, as selected by Asset Acceptance in accordance with Sections 2.4 and 2.9. The LC Issuer will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.12.

2.2 Termination and Reduction of Commitment.

(a) The Borrowers shall have the right to terminate the Commitments or reduce the amount of the Commitments at any time and from time to time, provided that (i) each of the Borrowers shall give notice of such termination or reduction to the Agent (with sufficient executed copies for each Bank) specifying the amount and effective date thereof, (ii) each partial reduction of the amount of the Commitments shall be in a minimum amount of $1,000,000 and in an integral multiple of $500,000 and shall reduce the Commitments of all of the Banks proportionately in accordance with the respective commitment amounts for each such Bank set forth in the signature pages hereof next to name of each such Bank, (iii) no such termination or reduction shall be permitted with respect to any portion of the Commitments as to which a request for a Loan pursuant to Section 2.4 is then pending, and (iv) the Commitments may not be terminated if any Loans are then outstanding and the amount of the Commitments may not be reduced below the aggregate principal amount of Loans then outstanding.

(b) The Commitments or the amount of the Commitments, as the case may be, or any portion thereof, terminated or reduced, as the case may be, pursuant to this Section 2.2 may not be reinstated.

2.3 Fees.

(a) The Borrowers agree to pay to each Bank a commitment fee on the daily average unused amount of its respective Commitment, for the period from the Effective Date to but excluding the Termination Date, at a rate equal to the one-half of one percent (1/2 of 1%) per annum. Accrued commitment fees shall be payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing on the first such Business Day occurring after the Effective Date, and on the Termination Date.

(b) The Borrowers further agree to pay to the Banks a closing fee in the amount of $200,000 for this Agreement. Such closing fee shall be payable on or prior to the Effective Date and shall be shared among the Banks on a pro rata basis in accordance with their respective Commitments.

(c) The Borrowers further agree to pay to the Agent agency fees for its services as Agent under this Agreement, the Notes and the Security Documents and an arrangement fee for this Agreement in such amounts and on such schedule as may from time to time be agreed upon by the Borrowers and the Agent.

2.4 Disbursement of Loans.

(a) Asset Acceptance shall select the Type of Borrowing and, in the case of each Eurodollar Rate Borrowing, the Interest Period applicable thereto from time to time. Asset Acceptance shall give the Agent irrevocable notice in the form of Exhibit E hereto (a "Borrowing Notice") not later than 1:00 p.m. (Detroit time) on the Borrowing Date of each Floating Rate Borrowing and three Eurodollar Business Days before the Borrowing Date for each Eurodollar Rate Borrowing, specifying:

(i) the Borrowing Date, which shall be a Business Day or a Eurodollar Business Day, as the case may be, of such Borrowing,

(ii) the identity of the Borrower and the aggregate amount of such Borrowing,

(iii) the Type of Borrowing selected, and

(iv) in the case of each Eurodollar Rate Borrowing, the Interest Period applicable thereto.

(b) On the Borrowing Date, each Bank shall promptly make available its Loan or Loans in funds immediately available in Detroit to the Agent at its address specified pursuant to Article VIII. The Agent will make the funds so received from the Banks available to the Borrower requesting the Borrowing by depositing the proceeds thereof, in immediately available funds, in an account maintained and designated by such Borrower at the principal office of the

Agent. Unless the Agent shall have received notice from any Bank prior to the date such Borrowing is requested to be made under this Section 2.4 that such Bank will not make available to the Agent such Bank's pro rata portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date such Borrowing is requested to be made in accordance with this Section 2.4. If and to the extent such Bank shall not have so made such pro rata portion available to the Agent, the Agent may (but shall not be obligated to) make such amount available to the relevant Borrower, and such Bank and the relevant Borrower severally agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date such amount is made available to the relevant Borrower by the Agent until the date such amount is repaid to the Agent, at the Federal Funds Rate. If such Bank shall pay such amount to the Agent together with interest, such amount so paid shall constitute a Loan by such Bank as a part of such Borrowing for purposes of this Agreement. The failure of any Bank to make its pro rata portion of any such Borrowing available to the Agent shall not relieve any other Bank of its obligation make available its pro rata portion of such Borrowing on the date such Borrowing is requested to be made, but no Bank shall be responsible for failure of any other Bank to make such pro rata portion available to the Agent on the date of any such Borrowing.

(c) All Revolving Credit Loans made under this Section 2.4 shall be evidenced by the Revolving Credit Notes, and all such Loans shall be due and payable and bear interest as provided in Article III. Each Bank is hereby authorized by the Borrowers to record on schedules attached to its Notes, or in its books and records, the date and amount of each Loan, the amount of each payment or prepayment of principal thereon, and the other information provided for on such schedule, which schedule or books and records, as the case may be, shall constitute prima facie evidence of the information so recorded, provided, however, that failure of any Bank to record, or any error in recording, any such information shall not relieve any Borrower of its obligation to repay the outstanding principal amount of the Revolving Credit Loans, all accrued interest thereon and other amounts payable with respect thereto. Subject to the terms and conditions of this Agreement, the Borrowers may borrow Revolving Credit Loans under this Section 2.4, prepay Revolving Credit Loans pursuant to Section 3.1 and reborrow Revolving Credit Loans under this Section 2.4.

(d) Each Borrower other than Asset Acceptance hereby irrevocably appoints and authorizes Asset Acceptance to act as its agent in requesting Loans on such Borrower's behalf.

2.5 Conditions for First Credit Extension. The obligation of the Banks to make the first Credit Extension hereunder is subject to receipt by each Bank and the Agent of the following documents with respect to each Borrower and completion of the following matters, in form and substance satisfactory to each Bank and the Agent:

(a) Charter Documents. Certificates of recent date of the appropriate authority or official of each Borrower's state of formation listing all charter documents of such Borrower on file in that office and certifying as to the good standing and existence of such Borrower, together with copies of such charter documents, certified as of a recent date by such authority or official and certified as true and correct as of the Effective Date by a duly authorized officer of such Borrower;

(b) Operating Agreement and Company Authorizations. Copies of the operating agreement of each Borrower together with all authorizing resolutions and evidence of other company action taken by such Borrower to authorize the execution, delivery and performance by each Borrower of this Agreement, the Security Documents to which it is a party and the Notes and the consummation by such Borrower of the transactions contemplated hereby, certified as true and correct as of the Effective Date by a duly authorized member, manager or officer of such Borrower;

(c) Incumbency Certificates. Certificates of incumbency of each Borrower containing, and attesting to the genuineness of, the signatures of those members, managers, or officers authorized to act on behalf of such Borrower in connection with this Agreement, the Security Documents to which it is a party and the Notes and the consummation by such Borrower of the transactions contemplated hereby, certified as true and correct as of the Effective Date by a duly authorized member, manager or officer of such Borrower;

(d) Note. The Revolving Credit Notes duly executed on behalf of each of the Borrowers for each Bank;

(e) Consents, Approvals, Etc. Copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings, if any, required on the part of any Borrower in connection with the execution, delivery and performance of this Agreement, the Security Documents, the Notes or the transactions contemplated hereby or as a condition to the legality, validity or enforceability of this Agreement, the Security Documents or the Notes, certified as true and correct and in full force and effect as of the Effective Date by a duly authorized officer of such Borrower, or, if none is required, a certificate of a duly authorized officer of each Borrower to that effect;

(f) Payment of Fees. The Borrowers shall have paid to the Banks the closing fee under Section 2.3(b) and all fees required to be paid to the Agent under Section 2.3(c), in immediately available funds;

(g) Security Documents. The Security Documents duly executed on behalf of the Borrowers and any Guarantors party thereto granting to the Agent the collateral and security intended to be provided pursuant to
Section 2.7, together with:

(i) Recording, Filing, Etc. Evidence of the recordation, filing and other action (including payment of any applicable taxes or fees) in such jurisdictions as the Agent and the Banks may deem necessary or appropriate with respect to the Security Documents, including the filing of financing statements and similar documents which the Agent and the Banks may deem necessary or appropriate to create, preserve or perfect the liens, security interests and other rights intended to be granted to the Agent and the Banks hereunder, together with Uniform Commercial Code and other record searches in such offices as the Agent may reasonably request; and

(ii) Casualty and Other Insurance. Evidence that the casualty and other insurance required pursuant to Section 5.1(c) and the Security Documents is in full force and effect;

(h) Subordination Agreements. Subordination agreements, or confirmations and extensions of existing subordination agreements, in form and substance satisfactory to the Bank duly executed by or on behalf of each holder of Subordinated Debt;

(i) Recapitalization Documents. The Asset Contribution and Securities Purchase Agreement, and any asset purchase agreements, stock purchase agreements, merger agreements, resolutions or other documents pursuant to which the Recapitalization was or is to be effected, together with the Consulting Services Agreement, each in form and substance acceptable to the Agent;

(j) Opinion of Counsel. A written opinion of the Borrower's counsel, addressed to the Banks in form and substance acceptable to the Agent, and an opinion of counsel to the Existing Borrowers relating to the Recapitalization addressed to the Banks in form and substance acceptable to the Agent;

(k) Existing Credit Agreement. Evidence that the Existing Credit Agreement has been terminated and all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full, or will be paid from the proceeds of the first disbursement of Loans hereunder;

(l) Business Plan. A five-year business plan of the Borrowers, in form and detail reasonably acceptable to the Agent;

(m) Compliance Certificate. A statement certified to by the chief financial officer or other authorized officer of the Borrowers showing a computation of compliance by the Borrowers with Section 5.2(a), (b), (c), and
(d) hereof (which computation shall accompany such certificate and shall be in reasonable detail) and stating that on the initial Borrowing Date no Default or Event of Default has occurred and is continuing;

(n) Solvency Certificate. A solvency certificate certified to by the chief financial officer of each Borrower and each Guarantor;

(o) Employment Agreements. Evidence that Asset Acceptance has entered into employment agreements (the "Employment Agreements") with R. Reitzel, N. Bradley, and M. Redman for a term of not less than three years and on other terms and conditions acceptable to the Agent;

(p) Facility LC Application. If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application; and

(q) Miscellaneous. Such other documents and completion of such other matters as the Agent or the Banks may reasonably request.

2.6 Further Conditions for Credit Extension. The obligation of the Banks to make any Credit Extension (including the first Credit Extension), is further subject to the satisfaction of the following conditions precedent:

(a) The representations and warranties contained in Article IV hereof and in the Security Documents (unless such representation or warranty explicitly relates solely to an earlier date) shall be true and correct in all material respects on and as of the date such Credit Extension is made (both before and after such Credit Extension is made) as if such representations and warranties were made on and as of such date;

(b) No Default or Event of Default shall exist or shall have occurred and be continuing on the date such Credit Extension is made (whether before or after such Credit Extension is made); and

(c) The Banks and the Agent shall have received the Borrowing Base Certificate required pursuant to Section 5.1(d)(v) as of the close of business on the last day of the month next preceding the date such Credit Extension is made; provided that if, after giving effect to such Credit Extension and any repayment of any Loans to be made on the date such Credit Extension is made, the Aggregate Outstanding Credit Exposure will be increased above the amount of the Borrowing Base as shown on the Borrowing Base Certificate as of such prior month-end, then the Banks and the Agent shall have received an updated Borrowing Base Certificate as of a later date demonstrating Borrowing Base availability to support such increased Aggregate Outstanding Credit Exposure.

The Borrowers shall be deemed to have made a representation and warranty to the Banks and the Agent at the time of the making of each Credit Extension to the effects set forth in clauses (a) and (b) of this Section 2.6. For purposes of this Section 2.6, the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii).

2.7 Security and Collateral. To secure the payment when due of the Notes and all other obligations of the Borrowers under this Agreement to the Banks and the Agent, the Borrowers shall execute and deliver on the Effective Date, or cause to be executed and delivered, to the Banks and the Agent, Security Documents granting the following:

(a) Security interests in all present and future accounts, inventory, general intangibles, chattel paper, instruments, equipment, fixtures, and all other personal property of the Borrowers, including, without limitation, rights under each of the documents to which any Borrower is party effecting or implementing the Recapitalization.

(b) Guarantees of all Guarantors.

(c) All other security and collateral described in the Security Documents.

2.8 Borrowing Base Adjustments. The Borrowers agree that if at any time any Receivable fails to constitute an Eligible Receivable for any reason, the Agent may, at any time and notwithstanding any prior classification of eligibility, classify such Receivable as ineligible and exclude the same from the computation of the Borrowing Base without in any way impairing the rights of the Banks and the Agent in and to the same under the Security Documents.

2.9 Conversion and Continuation of Outstanding Borrowings. Floating Rate Borrowings shall continue as Floating Rate Borrowings unless and until such Floating Rate Borrowings are converted into Eurodollar Rate Borrowings pursuant to this Section 2.9 or are repaid in accordance with Section
3.1. Each Eurodollar Rate Borrowing shall continue as a Eurodollar Rate Borrowing until the end of the then applicable Interest Period therefor, at which time such Eurodollar Rate Borrowing shall be automatically converted into a Floating Rate Borrowing unless (x) such Eurodollar Rate Borrowing is or was repaid in accordance with Section 3.1 or (y) Asset Acceptance shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurodollar Rate Borrowing continue as a Eurodollar Rate Borrowing for the same or another Interest Period. Subject to the terms of Section 2.4, Asset Acceptance may elect from time to time to convert all or any part of a Floating Rate Borrowing into a Eurodollar Rate Borrowing. Asset Acceptance shall give the Agent irrevocable notice in the form of Exhibit F hereto (a "Conversion/Continuation Notice") of each conversion of a Floating Rate Borrowing into a Eurodollar Rate Borrowing or continuation of a Eurodollar Rate Borrowing not later than 1:00 p.m. (Detroit time) at least three Eurodollar Business Days prior to the date of the requested conversion or continuation, specifying:

(a) the requested date, which shall be a Eurodollar Business Day, of such conversion or continuation,

(b) the identity of the Borrower and the aggregate amount and Type of the Borrowing which is to be converted or continued, and

(c) the amount of such Borrowing which is to be converted into or continued as a Eurodollar Rate Borrowing and the duration of the Interest Period applicable thereto.

2.10 Minimum Amount of Each Borrowing. Each Eurodollar Rate Borrowing shall be in the minimum amount of $1,000,000 (and in multiples of $100,000 if in excess thereof), and each Floating Rate Borrowing shall be in the minimum amount of $200,000 (and in multiples of $50,000 if in excess thereof), provided, however, that any Floating Rate Borrowing may be in the amount of the unused Aggregate Commitment. The aggregate number of Eurodollar Rate Borrowings outstanding at any one time under this Agreement may not exceed five.

2.11 Lending Installations. Each Bank may book its Loans at any Lending Installation selected by such Bank and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Loans and any Notes issued hereunder shall be deemed held by each Bank for the benefit of any such Lending Installation. Each Bank may, by written notice to the Agent and the Borrowers in accordance with Article VIII, designate replacement or additional Lending Installations through which Loans will be made by it and for whose account Loan payments are to be made.

2.12 Facility LCs.

2.12.1. Issuance. The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit (each, a "Facility LC") and to renew, extend, increase, decrease or otherwise modify each Facility LC ("Modify," and

each such action a "Modification"), from time to time from and including the date of this Agreement and prior to the Facility Termination Date upon the request of Asset Acceptance; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $2,000,000, and (ii) the Aggregate Outstanding Credit Exposure of all Banks shall not exceed the lesser of the Aggregate Commitment or the amount of the Borrowing Base as of the date of the most recent Borrowing Base Certificate furnished to the Agent and the Banks. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Termination Date and (y) one year after its issuance.

2.12.2. Participations. Upon the issuance or Modification by the LC Issuer of a Facility LC in accordance with this Section 2.12, the LC Issuer shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the LC Issuer, a participation in such Facility LC (and each Modification thereof) and the related LC Obligations in proportion to its Pro Rata Share.

2.12.3. Notice. Subject to Section 2.12.1, Asset Acceptance shall give the LC Issuer notice prior to 11:00 a.m. (Detroit time) at least five Business Days prior to the proposed date of issuance or Modification of each Facility LC, specifying the beneficiary, the proposed date of issuance (or Modification) and the expiry date of such Facility LC, and describing the proposed terms of such Facility LC and the nature of the transactions proposed to be supported thereby. Upon receipt of such notice, the LC Issuer shall promptly notify the Agent, and the Agent shall promptly notify each Bank, of the contents thereof and of the amount of such Bank's participation in such proposed Facility LC. The issuance or Modification by the LC Issuer of any Facility LC shall, in addition to the conditions precedent set forth in Sections 2.5 and 2.6 (the satisfaction of which the LC Issuer shall have no duty to ascertain), be subject to the conditions precedent that such Facility LC shall be satisfactory to the LC Issuer and that Asset Acceptance shall have executed and delivered such application agreement and/or such other instruments and agreements relating to such Facility LC as the LC Issuer shall have reasonably requested (each, a "Facility LC Application"). In the event of any conflict between the terms of this Agreement and the terms of any Facility LC Application, the terms of this Agreement shall control.

2.12.4. LC Fees. Asset Acceptance shall pay to the Agent, for the account of the Banks ratably in accordance with their respective Pro Rata Shares, with respect to each Facility LC, a letter of credit fee at a per annum rate equal to the Applicable Margin for Eurodollar Loans in effect from time to time on the average daily undrawn stated amount under such standby Facility LC, such fee to be payable in arrears on the last day of each calendar quarter, (the "LC Fee"). Asset Acceptance shall also pay to the LC Issuer for its own account (x) at the time of issuance of each Facility LC, a fronting fee in an amount to be agreed upon between the LC Issuer and Asset Acceptance, and (y) documentary and processing charges in connection with the issuance or Modification of and draws under

Facility LCs in accordance with the LC Issuer's standard schedule for such charges as in effect from time to time.

2.12.5. Administration; Reimbursement by Banks. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the LC Issuer shall notify the Agent and the Agent shall promptly notify Asset Acceptance and each other Bank as to the amount to be paid by the LC Issuer as a result of such demand and the proposed payment date (the "LC Payment Date"). The responsibility of the LC Issuer to Asset Acceptance and each Bank shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by the LC Issuer, each Bank shall be unconditionally and irrevocably liable without regard to the occurrence of any Default or any condition precedent whatsoever, to reimburse the LC Issuer on demand for (i) such Bank's Pro Rata Share of the amount of each payment made by the LC Issuer under each Facility LC to the extent such amount is not reimbursed by Asset Acceptance pursuant to Section 2.12.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Bank, for each day from the date of the LC Issuer's demand for such reimbursement (or, if such demand is made after 11:00 a.m. (Detroit time) on such date, from the next succeeding Business Day) to the date on which such Bank pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three days and, thereafter, at a rate of interest equal to the rate applicable to Floating Rate Advances.

2.12.6. Reimbursement by Asset Acceptance . Asset Acceptance shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by the LC Issuer upon any drawing under any Facility LC, without presentment, demand, protest or other formalities of any kind; provided that neither Asset Acceptance nor any Bank shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by Asset Acceptance or such Bank to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer's failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by Asset Acceptance shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to Floating Rate Loans for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus the rate applicable to Floating Rate Loans for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Bank ratably in accordance with its Pro Rata Share all amounts received by it from Asset Acceptance for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Bank has made payment to the LC Issuer in respect of

such Facility LC pursuant to Section 2.12.5. Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.4 and the satisfaction of the applicable conditions precedent set forth in Sections 2.5 and 2.6), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

2.12.7. Obligations Absolute. Asset Acceptance's obligations under this Section 2.12 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which Asset Acceptance may have or have had against the LC Issuer, any Bank or any beneficiary of a Facility LC. Asset Acceptance further agrees with the LC Issuer and the Banks that the LC Issuer and the Banks shall not be responsible for, and Asset Acceptance 's Reimbursement Obligation in respect of any Facility LC shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among any of the Borrowers, any of their Affiliates, the beneficiary of any Facility LC or any financing institution or other party to whom any Facility LC may be transferred or any claims or defenses whatsoever of any Borrower or of any of its Affiliates against the beneficiary of any Facility LC or any such transferee. The LC Issuer shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Facility
LC. Asset Acceptance agrees that any action taken or omitted by the LC Issuer or any Bank under or in connection with each Facility LC and the related drafts and documents, if done without gross negligence or willful misconduct, shall be binding upon Asset Acceptance and shall not put the LC Issuer or any Bank under any liability to Asset Acceptance. Nothing in this Section 2.12.7 is intended to limit the right of Asset Acceptance to make a claim against the LC Issuer for damages as contemplated by the proviso to the first sentence of Section 2.12.6.

2.12.8. Actions of LC Issuer. The LC Issuer shall be entitled to rely, and shall be fully protected in relying, upon any Facility LC, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the LC Issuer. The LC Issuer shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first have received such advice or concurrence of the Required Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Section 2.12, the LC Issuer shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Banks and any future holders of a participation in any Facility LC.

2.12.9. Indemnification. Asset Acceptance hereby agrees to indemnify and hold harmless each Bank, the LC Issuer and the Agent, and their respective directors, officers, agents and employees from and against any and all claims and damages, losses, liabilities, costs or expenses which such Bank, the LC Issuer or the Agent may incur (or which may be claimed against such Bank, the LC Issuer or the Agent by any Person whatsoever) by reason of or in connection with the issuance, execution and delivery or transfer of or payment or failure to pay under any Facility LC or any actual or proposed use of any Facility LC, including, without limitation, any claims, damages, losses, liabilities, costs or expenses which the LC Issuer may incur by reason of or in connection with (i) the failure of any other Bank to fulfill or comply with its obligations to the LC Issuer hereunder (but nothing herein contained shall affect any rights Asset Acceptance may have against any defaulting Bank) or (ii) by reason of or on account of the LC Issuer issuing any Facility LC which specifies that the term "Beneficiary" included therein includes any successor by operation of law of the named Beneficiary, but which Facility LC does not require that any drawing by any such successor Beneficiary be accompanied by a copy of a legal document, satisfactory to the LC Issuer, evidencing the appointment of such successor Beneficiary; provided that Asset Acceptance shall not be required to indemnify any Bank, the LC Issuer or the Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC complied with the terms of such Facility LC or (y) the LC Issuer's failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. Nothing in this Section 2.12.9 is intended to limit the obligations of Asset Acceptance under any other provision of this Agreement.

2.12.10. Banks' Indemnification. Each Bank shall, ratably in accordance with its Pro Rata Share, indemnify the LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by Asset Acceptance) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct or the LC Issuer's failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of the Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.12 or any action taken or omitted by such indemnitees hereunder.

2.12.11. Facility LC Collateral Account. Asset Acceptance agrees that it will, upon the request of the Agent or the Required Banks and until the final expiration date of any Facility LC and thereafter as long as any amount is payable to the LC Issuer or the Banks in respect of any Facility LC, maintain a special collateral account pursuant to arrangements satisfactory to the Agent (the "Facility LC Collateral Account") at the Agent's office at the address specified pursuant to Section 8.2, in the name of Asset Acceptance but under the sole dominion and control of the Agent, for the benefit of the Banks and in which Asset Acceptance shall have no interest other than as set forth in Section 6.2. Asset Acceptance hereby pledges, assigns and grants to the Agent, on behalf of and for the ratable benefit of the Banks and the LC Issuer, a security interest in all of

Asset Acceptance's right, title and interest in and to all funds which may from time to time be on deposit in the Facility LC Collateral Account to secure the prompt and complete payment and performance of the Obligations. The Agent will invest any funds on deposit from time to time in the Facility LC Collateral Account in certificates of deposit of Bank One having a maturity not exceeding 30 days. Nothing in this Section 2.12.11 shall either obligate the Agent to require Asset Acceptance to deposit any funds in the Facility LC Collateral Account or limit the right of the Agent to release any funds held in the Facility LC Collateral Account in each case other than as required by
Section 8.1.

2.12.12. Rights as a Bank. In its capacity as a Bank, the LC Issuer shall have the same rights and obligations as any other Bank.

ARTICLE III.

PAYMENTS AND PREPAYMENTS OF LOANS

3.1 Principal Payments and Prepayments.

(a) Unless earlier payment is required under this Agreement, the Borrowers shall pay to the Banks on the Termination Date the entire outstanding principal amount of the Loans.

(b) The Borrowers may from time to time pay, without penalty or premium, all outstanding Floating Rate Borrowings, or, in a minimum aggregate amount of $100,000 or any integral multiple of $100,000 in excess thereof, any portion of the outstanding Floating Rate Borrowings upon two Business Days' prior notice to the Agent. The Borrowers may from time to time pay, subject to the payment of any funding indemnification amounts required by
Section 3.7 but without penalty or premium, all outstanding Eurodollar Rate Borrowings, or, in a minimum aggregate amount of $1,000,000 or any integral multiple of $500,000 in excess thereof, any portion of the outstanding Eurodollar Rate Borrowings upon three Business Days' prior notice to the Agent.

(c) If on any date the Aggregate Outstanding Credit Exposure of all Banks shall exceed the lesser of (i) the Aggregate Commitment (including, without limitation, as a result of a reduction under Section 2.2), or (ii) the amount of the Borrowing Base as of the date of the most recent Borrowing Base Certificate received by the Agent and the Banks, the Borrowers shall forthwith pay to the Bank, subject to the payment of any funding indemnification amounts required by Section 3.7, an amount for application to the outstanding principal amount of the Loans, such that the aggregate amount of such payments is not less than the amount of such excess.

3.2 Interest and Interest Payments. The relevant Borrower shall pay interest to the Banks on the unpaid principal amount of each Loan, for the period commencing on the date such Loan is made until such Loan is paid in full, on each Interest Payment Date and at maturity (whether at stated maturity, by acceleration or otherwise), and thereafter on demand, at, with respect to each Eurodollar Loan, the applicable Eurodollar Rate for the related Eurodollar

Interest Period, and, with respect to each Floating Rate Loan, the Floating Rate. Notwithstanding the foregoing, the Borrowers shall pay interest on demand by the Agent at the Overdue Rate on the outstanding principal amount of any Loan and any other amount payable by the Borrowers hereunder (other than interest) at any time on or after an Event of Default if required in writing by the Required Banks. Changes in the rate of interest on that portion of any Borrowing maintained as a Floating Rate Borrowing will take effect simultaneously with each change in the Alternate Base Rate. No Interest Period may end after the Termination Date. Interest accrued on each Floating Rate Borrowing shall be payable on each Interest Payment Date, commencing with the first such date to occur after the Effective Date and at maturity. Interest accrued on each Eurodollar Rate Borrowing shall be payable on the last day of its applicable Interest Period, on any date on which the Eurodollar Rate Borrowing is prepaid, whether by acceleration or otherwise, and at maturity. Interest on Eurodollar Loans and commitment fees shall be calculated for actual days elapsed on the basis of a 360-day year. Interest shall be payable for the day an Borrowing is made but not for the day of any payment on the amount paid if payment is received prior to noon (local time) at the place of payment.

3.3 Payment Method.

(a) All payments to be made by the Borrowers hereunder will be made to the Agent for the account of the Banks in Dollars and in immediately available funds not later than 1:00 p.m. Detroit time on the date on which such payment shall become due at the principal office of the Agent specified pursuant to Section 8.2. Payments received after 1:00 p.m. Detroit time shall be deemed to be payments made prior to 1:00 p.m. Detroit time on the next succeeding Business Day. Each Borrower hereby authorizes the Agent to charge its accounts with the Agent in order to cause timely payment of amounts due hereunder to be made (subject to sufficient funds being available in such accounts for that purpose).

(b) At the time of making each such payment, each Borrower shall, subject to the other terms and conditions of this Agreement, specify to the Agent that Borrowing or other obligation of such Borrower hereunder to which such payment is to be applied. In the event that a Borrower fails to so specify the relevant obligation or if an Event of Default shall have occurred and be continuing, the Agent may apply such payments as it may determine in its sole discretion.

(c) On the day such payments are deemed received, the Agent shall remit to the Banks at their respective address specified for notices pursuant to Section 8.2 (except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Banks, or as otherwise specifically required hereunder) their pro rata shares of such payments in immediately available funds. In the case of payments of principal and interest on any Borrowing, such pro rata shares shall be determined with respect to each such Bank by the ratio which the outstanding principal balance of its Loan included in such Borrowing bears to the outstanding principal balance of the Loans of all of the Banks included in such Borrowing, in the case of payments of Reimbursement Obligations, such pro rata shares shall be determined with respect to each such Bank by the ratio which the amount that such Bank has reimbursed the LC Issuer bears to the outstanding Reimbursement Obligations, and in the case of fees paid pursuant to Section 2.3 and other amounts payable hereunder (other than the Agent's fees payable pursuant to Section 2.3(c) and amounts payable to any Bank under Section 3.6), such pro rata

shares shall be determined with respect to each such Bank by the ratio which the Commitment of such Bank bears to the Commitments of all the Banks.

3.4 No Setoff or Deduction. All payments of principal and interest on the Loans and other amounts payable by the Borrowers hereunder shall be made by the Borrowers without setoff or counterclaim, and free and clear of, and without deduction or withholding for, or on account of, any present or future taxes, levies, imposts, duties, fees, assessments, or other charges of whatever nature, imposed by any governmental authority, or by any department, agency or other political subdivision or taxing authority.

3.5 Payment on Non-Business Day; Payment Computations. Except as otherwise provided in this Agreement to the contrary, whenever any installment of principal of, or interest on, any Loan or any other amount due hereunder becomes due and payable on a day which is not a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, in the case of any installment of principal, interest shall be payable thereon at the rate per annum determined in accordance with this Agreement during such extension. Computations of interest on Floating Rate Loans shall be made on the basis of a year of 365 or 366 days, for the actual number of days elapsed, including the first day but excluding the last day of the relevant period.

3.6 Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

(a) subjects any Bank or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Bank or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participation therein, or

(b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Borrowings), or

(c) imposes any other condition the result of which is to increase the cost to any Bank or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Bank or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Bank or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Bank or the LC issuer as the case may be,

and the result of any of the foregoing is to increase the cost to such Bank or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Bank or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Bank or the LC Issuer, as the case may be, the Borrowers shall pay such Bank or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Bank or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

3.7 Changes in Capital Adequacy Regulations. If a Bank or the LC Issuer determines the amount of capital required or expected to be maintained by such Bank or the LC Issuer, any Lending Installation of such Bank or the LC Issuer or any corporation controlling such Bank or the LC Issuer is increased as a result of a Change, then, within 15 days of demand by such Bank or the LC Issuer, the Borrowers shall pay such Bank or the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Bank or the LC Issuer reasonably determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Bank's or the LC Issuer's policies as to capital adequacy). "Change" means (i) any change after the date of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Bank or the LC Issuer or any Lending Installation or any corporation controlling any Bank or the LC Issuer. "Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

3.8 Availability of Types of Borrowings. If any Bank determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Banks determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Rate Borrowings are not available or (ii) the interest rate applicable to Eurodollar Rate Borrowings does not accurately reflect the cost of making or maintaining Eurodollar Rate Borrowings, then the Agent shall suspend the availability of Eurodollar Rate Borrowings and require any affected Eurodollar Rate Borrowings to be repaid or converted to Floating Rate Borrowings, subject to the payment of any funding indemnification amounts required by Section 3.9.

3.9 Funding Indemnification. If any payment of a Eurodollar Rate Borrowing occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurodollar Rate Borrowing is not made on the date specified by a Borrower for any reason other than default by the Banks, the Borrowers will

indemnify each Bank for any loss (but not loss of profit or margin) or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurodollar Rate Borrowing.

3.10 Taxes. (a) All payments by the Borrowers to or for the account of any Bank, the LC Issuer or the Agent hereunder or under any Note or Facility LC Application shall be made free and clear of and without deduction for any and all Taxes. If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Bank, the LC Issuer or the Agent,
(i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.10) such Bank, the LC Issuer or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant authority in accordance with applicable law and (iv) such Borrower shall furnish to the Agent the original copy of a receipt evidencing payment thereof within 30 days after such payment is made.

(b) In addition, the Borrowers hereby agree to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or Facility LC Application or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note or Facility LC Application ("Other Taxes").

(c) The Borrowers hereby agree to indemnify the Agent, the LC Issuer and each Bank for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.10) paid by the Agent, the LC Issuer or such Bank as a result of its Commitment, any Loans made by it hereunder, or otherwise in connection with its participation in this Agreement and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payments due under this indemnification shall be made within 30 days of the date the Agent, the LC Issuer or such Bank makes demand therefor pursuant to Section 3.11.

(d) Each Bank that is not incorporated under the laws of the United States of America or a state thereof (each a "Non-U.S. Bank") agrees that it will, not later than the date it becomes a party to this Agreement, (i) deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) deliver to the Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Bank further undertakes to deliver to each of the Borrowers and the Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrowers or the Agent. All forms or amendments described in the preceding sentence shall certify that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change

in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form or amendment with respect to it and such Bank advises the Borrowers and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

(e) For any period during which a Non-U.S. Bank has failed to provide the Borrowers with an appropriate form pursuant to clause (d), above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Bank shall not be entitled to indemnification under this Section 3.10 with respect to Taxes imposed by the United States; provided that, should a Non-U.S. Bank which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under clause (iv), above, the Borrowers shall take such steps as such Non-U.S. Bank shall reasonably request to assist such Non-U.S. Bank to recover such Taxes.

(f) Any Bank that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrowers (with a copy to the Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate.

(g) If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Agent did not properly withhold tax from amounts paid to or for the account of any Bank (because the appropriate form was not delivered or properly completed, because such Bank failed to notify the Agent of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Bank shall indemnify the Agent fully for all amounts paid, directly or indirectly, by the Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Agent under this subsection, together with all costs and expenses related thereto (including attorneys fees and time charges of attorneys for the Agent, which attorneys may be employees of the Agent). The obligations of the Banks under this Section 3.10(g) shall survive the payment of the Obligations and termination of this Agreement.

3.11 Bank Statements; Survival of Indemnity. To the extent reasonably possible, each Bank shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Bank under Sections 3.6, 3.7 and 3.10 or to avoid the unavailability of Eurodollar Rate Borrowings under Section 3.8, so long as such designation is not, in the judgment of such Bank, disadvantageous to such Bank. Each Bank shall deliver a written statement of such Bank to the Borrower (with a copy to the Agent) as to the amount due, if any, under Section 3.6, 3.7, 3.9 or 3.10. Such written statement shall set forth in reasonable detail the calculations upon which such Bank determined such amount and shall be final, conclusive and binding on the Borrowers in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Loan shall be calculated as

though each Bank funded its Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Bank shall be payable on demand after receipt by the Borrowers of such written statement. The obligations of the Borrowers under Sections 3.6, 3.7, 3.9 and 3.10 shall survive payment of the Obligations and termination of this Agreement.

3.12 Replacement of Bank. If any Borrower is required pursuant to
Section 3.6, 3.7 or 3.10 to make any additional payment to any Bank or if any Bank's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.8 (any Bank so affected an "Affected Bank"), the Borrowers may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Bank as a Bank party to this Agreement, provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrowers and the Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Affected Bank pursuant to an assignment substantially in the form of Exhibit G and to become a Bank for all purposes under this Agreement and to assume all obligations of the Affected Bank to be terminated as of such date and to comply with the requirements of Section 7.19 applicable to assignments, and (ii) the Borrowers shall pay to such Affected Bank in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Bank by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Bank under Sections 3.6, 3.7 and 3.10, and (B) an amount, if any, equal to the payment which would have been due to such Bank on the day of such replacement under Section 3.9 had the Loans of such Affected Bank been prepaid on such date rather than sold to the replacement Bank.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

The Borrowers represent and warrant to the Banks and the Agent that:

4.1 Corporate Existence and Power. Each Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business, and is in good standing, in all additional jurisdictions where such qualification is necessary under applicable law. Each Borrower has all requisite power to own or lease the properties used in its business and to carry on its business as now being conducted and as proposed to be conducted, and to execute and deliver the Loan Documents to which it is a party and to engage in the transactions contemplated by this Agreement.

4.2 Authority. The execution, delivery and performance by each Borrower of this Agreement, the Security Documents and the Notes have been duly authorized by all necessary company action and are not in contravention of any law, rule or regulation, or any judgment,

decree, writ, injunction, order or award of any arbitrator, court or governmental authority, or of the terms of such Borrower's charter or operating agreement or of any contract or undertaking to which such Borrower is a party or by which such Borrower or its property may be bound or affected and will not result in the imposition of any Lien except for Permitted Liens.

4.3 Binding Effect. This Agreement is, and each Security Document to which a Borrower is a party and the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrowers enforceable against each Borrower in accordance with their respective terms. The Guaranty to which each Guarantor is a party when delivered hereunder will be a legal, valid and binding obligation of such Guarantor enforceable against it in accordance with its terms.

4.4 Subsidiaries. As of the Effective Date, Schedule 4.4 hereto correctly sets forth the name, jurisdiction of formation and ownership of each Subsidiary, direct or indirect, of any Borrower. Each such Subsidiary and each person becoming a Subsidiary of any Borrower after the Effective Date is and will be a limited liability company, partnership or corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and is and will be duly qualified to do business in each additional jurisdiction where such qualification is or may be necessary under applicable law. Each Subsidiary of the Borrower has and will have all requisite power to own or lease the properties used in its business and to carry on its business as now being conducted and as proposed to be conducted. All outstanding shares of capital stock of each class or other ownership interests of each Subsidiary of any Borrower have been and will be validly issued and (to the extent such concepts are relevant with respect to such ownership interests) are and will be fully paid and nonassessable and, except as otherwise indicated in Schedule 4.4 hereto or disclosed in writing to the Banks from time to time, are and will be owned, beneficially and of record, by such Borrower or another Subsidiary of such Borrower free and clear of any Liens.

4.5 Litigation. There is no action, suit or proceeding pending or, to the best of any Borrower's knowledge, threatened against or affecting any Borrower or any Subsidiary of any Borrower before or by any court, governmental authority or arbitrator, which if adversely decided might result, either individually or collectively, in any material adverse change in the business, properties, operations or condition, financial or otherwise, of any Borrower or any Subsidiary of any Borrower or in any material adverse effect on the legality, validity or enforceability of the Loan Documents and, to the best of any Borrower's knowledge, there is no basis for any such action, suit or proceeding.

4.6 Financial Condition. The consolidated balance sheet of the Existing Borrowers under the Existing Credit Agreement and their Subsidiaries (the "Companies") and the consolidated statements of income, retained earnings and cash flows of the Companies for the fiscal year ended December 31, 2001 and reported on by Arthur Andersen, independent certified public accountants, and the interim consolidated balance sheet and interim consolidated statements of income, retained earnings and cash flows of the Companies, as of or for the six-month period ended on June 30, 2002, copies of which have been furnished to the Bank, fairly present, and the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(d) will fairly present, the consolidated financial position of the Borrowers and their Subsidiaries as at the respective dates thereof, and the consolidated results

of operations of the Borrowers and their Subsidiaries for the respective periods indicated, all in accordance with generally accepted accounting principles consistently applied (subject, in the case of said interim statements, to year-end audit adjustments). Prior to the Recapitalization, there has been no material adverse change in the business, properties, operations or condition, financial or otherwise, of the Companies since December 31, 2001. As of the Effective Date, there is no material Contingent Liability of any of the Companies that is not reflected in such financial statements or in the notes thereto.

4.7 Use of Loans. The Borrowers will use the proceeds of the Loans to finance the Recapitalization, to retire the indebtedness under the Existing Credit Agreement, and to finance the purchase of portfolios of charged-off Receivables and for general corporate purposes. None of the Borrowers or any Subsidiary of any Borrower extends or maintains, in the ordinary course of business, credit for the purpose, whether immediate, incidental, or ultimate, of buying or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Loan will be used for the purpose, whether immediate, incidental, or ultimate, of buying or carrying any such margin stock or maintaining or extending credit to others for such purpose. After applying the proceeds of each Loan such margin stock will not constitute more than 25% of the value of the assets (either of any Borrower alone or of such Borrower and its Subsidiaries on a consolidated basis) that are subject to any provisions of this Agreement that may cause the Loan to be deemed secured, directly or indirectly, by margin stock.

4.8 Consents, Etc. Except for such consents, approvals, authorizations, declarations, registrations or filings delivered by the Borrowers pursuant to Section 2.5(e), if any, each of which is in full force and effect, no consent, approval or authorization of or declaration, registration or filing with any governmental authority or any nongovernmental person or entity, including without limitation any creditor, lessor or stockholder of any Borrower or any Subsidiary of any Borrower, is required on the part of any Borrower or any Guarantor in connection with the execution, delivery and performance of the Loan Documents or the transactions contemplated hereby or as a condition to the legality, validity or enforceability of the Loan Documents.

4.9 Taxes. As of the Effective Date, the Companies, the Borrowers and each of their Subsidiaries have filed all tax returns (federal, state and local) required to be filed and have paid all taxes shown thereon to be due, including interest and penalties, or have established adequate financial reserves on their respective books and records for payment thereof. None of the Borrower, the Companies or any Subsidiary of the Companies knows of any actual or proposed tax assessment or any basis therefor, and no extension of time for the assessment of deficiencies in any federal or state tax has been granted by any of the Companies or any such Subsidiary.

4.10 Title to Properties. Except as otherwise disclosed in the latest balance sheet delivered pursuant to Section 4.6 or 5.1(d) of this Agreement, the Borrowers have good and marketable fee simple title to all of the real property, and a valid and indefeasible ownership interest in all of the other properties and assets, reflected in said balance sheet or subsequently acquired by the Borrowers. All of such properties and assets are free and clear of any Lien except for Permitted Liens.

4.11 ERISA. As of the Effective Date, the Companies, the Borrowers, their Subsidiaries, their ERISA Affiliates and their Plans will be in compliance in all material respects with those provisions of ERISA and of the Code which are applicable with respect to any Plan. No Prohibited Transaction and no Reportable Event has occurred with respect to any Plan. None of the Borrowers, any of their Subsidiaries or any of the ERISA Affiliates is an employer with respect to any Multiemployer Plan. The Borrowers, their Subsidiaries and the ERISA Affiliates have met the minimum funding requirements under ERISA and the Code with respect to each of their respective Plans, if any, and have not incurred any liability to the PBGC or any Plan. The execution, delivery and performance of the Loan Documents and the operative documents of the Recapitalization do not constitute a Prohibited Transaction. There is no material Unfunded Benefit Liability with respect to any Plan.

4.12 Disclosure. No report or other information furnished in writing by or on behalf of the Companies or any Borrower to any Bank or the Agent in connection with the negotiation or administration of this Agreement contains any material misstatement of fact or omits to state any material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made. Neither this Agreement, the Notes, the Security Documents nor any other document, certificate, or report or statement or other information furnished to any Bank or the Agent by or on behalf of the Borrowers in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading in light of the circumstances in which they were made. There is no fact known to such Borrower which materially and adversely affects, or which in the future may (so far as such Borrower can now foresee) materially and adversely affect, the business, properties, operations or condition, financial or otherwise, of such Borrower or any of its Subsidiaries, which has not been set forth in this Agreement or in the other documents, certificates, statements, reports and other information furnished in writing to the Banks by or on behalf of such Borrower in connection with the transactions contemplated thereby.

4.13 Environmental Matters. Each of the Borrowers and their Subsidiaries is in compliance with all Environmental Laws in jurisdictions in which any of them owns or operates, or has owned or operated, a facility or site, or arranges or has arranged for disposal or treatment of hazardous substances, solid wastes or other wastes or holds or has held any interest in real property or otherwise. No demand, claim, notice, action, administrative proceeding, investigation or inquiry, whether brought by any governmental authority, private person or entity or otherwise, arising under, relating to or in connection with any Environmental Laws is pending or threatened against any Borrower or any of its Subsidiaries, any real property in which any Borrower or any such Subsidiary holds or has held an interest or any past or present operation of the Companies, the Borrowers or any such Subsidiary.

4.14 Common Enterprise. The Borrowers are engaged in business as an integrated group. The successful and economical operation of the integrated group requires financing on such basis that credit supplied by the Banks is available to the Borrowers and may be transferred among them after being disbursed by the Banks. The Loans made by the Banks to the Borrowers on a joint and several basis will benefit, directly or indirectly, all of the Borrowers and their Subsidiaries by strengthening and providing significant economies to the integrated group,

inasmuch as the successful operation and condition of each Borrower is dependent upon the continued successful performance of the integrated group as a whole.

ARTICLE V.

COVENANTS

5.1 Affirmative Covenants. Each of the Borrowers covenants and agrees that, until the Termination Date and thereafter until the payment in full of the principal of and accrued interest on the Notes and the performance of all other obligations of the Borrowers under this Agreement, unless the Required Banks shall otherwise consent in writing, it shall, and shall cause each of its Subsidiaries to:

(a) Preservation of Existence, Etc. Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and its qualification as a foreign company in good standing in each jurisdiction in which such qualification is necessary under applicable law and the rights, licenses, permits (including those required under Environmental Laws), franchises, patents, copyrights, trademarks and trade names material to the conduct of its businesses; and defend all of the foregoing against all claims, actions, demands, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority.

(b) Compliance with Laws, Etc. Comply in all material respects with all applicable laws, rules, regulations and orders of any governmental authority whether federal, state, local or foreign (including without limitation ERISA, the Code, Environmental Laws and all Requirements of Law), in effect from time to time; and pay and discharge promptly when due all taxes, assessments and governmental charges or levies imposed upon it or upon its income, revenues or property, before the same shall become delinquent or in default, as well as all lawful claims for labor, materials and supplies or otherwise, which, if unpaid, might give rise to Liens upon such properties or any portion thereof, except to the extent that payment of any of the foregoing is then being contested in good faith by appropriate legal proceedings and with respect to which adequate financial reserves have been established on the books and records of such Borrower or such Subsidiary, as the case may be, as determined in accordance with generally accepted accounting principles.

(c) Maintenance of Properties; Insurance. Maintain, preserve and protect all property that is material to the conduct of its business or any of its Subsidiaries and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times in accordance with customary and prudent business practices for similar businesses; and, in addition to that insurance required under the Security Documents, maintain in full force and effect insurance with responsible and reputable insurance companies or associations in such amounts, on such terms and covering such risks, including fire and other risks insured against by extended coverage, as is usually carried by companies engaged in similar businesses and owning similar properties similarly situated and maintain in full force and effect

public liability insurance, insurance against claims for personal injury or death or property damage occurring in connection with any of its activities or any properties owned, occupied or controlled by it, in such amount as it shall reasonably deem necessary, and maintain such other insurance as may be required by law or as may be reasonably requested by the Agent for purposes of assuring compliance with this Section 5.1(c).

(d) Reporting Requirements. Furnish to the Banks and the Agent the following:

(i) Promptly and in any event within three calendar days after becoming aware of the occurrence of (A) any Event of Default or Default, (B) the commencement of any material litigation against, by or affecting such Borrower or any Subsidiary of such Borrower, and any material adverse developments therein, or (C) entering into any material contract or undertaking that is not entered into in the ordinary course of business or (D) any development in the business or affairs of such Borrower or any such Subsidiary which has resulted in or which is likely, in the reasonable judgment of such Borrower, to result in a material adverse change in the business, properties, operations or condition, financial or otherwise, of such Borrower or any such Subsidiary, taken as a whole, a statement of the chief financial officer of such Borrower setting forth details of each such Event of Default or Default and such litigation, material contract or undertaking or development and the action which such Borrower or such Subsidiary, as the case may be, has taken and proposes to take with respect thereto, if any;

(ii) As soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrowers, the consolidated balance sheet of Holdings and its consolidated Subsidiaries as of the end of such quarter, and the related consolidated statements of income, retained earnings and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer of Holdings as having been prepared in accordance with generally accepted accounting principles;

(iii) As soon as available and in any event within 120 days after the end of each fiscal year of the Borrowers, a copy of the consolidated balance sheet of Holdings and its consolidated Subsidiaries as of the end of such fiscal year and the related consolidated statements of income, retained earnings and cash flows of Holdings and its consolidated Subsidiaries for such fiscal year, with a customary audit report of an independent certified public accountants selected by Holdings and acceptable to the Required Banks, without qualifications unacceptable to the Required Banks, together with a certificate of such accountants stating (A) that they have reviewed this Agreement and stating further whether, in the course of their review of such financial statements, they have become aware of any Event of Default or Default, and, if such an Event of Default or Default is continuing, a statement setting forth the nature and status thereof, and (B) that a computation by such Borrower (which computation shall accompany such certificate and shall be in reasonable detail) showing compliance with Section 5.2(a), (b), (c), and (d) hereof is in conformity with the terms of this Agreement;

(iv) Not later than the 45th day after the end of each fiscal quarter of such Borrower, including, without limitation, the fourth fiscal quarter of each fiscal year of such Borrower, a certificate of the chief financial officer of such Borrower stating (a) that no Event of Default or Default has occurred and is continuing or, if an Event of Default or Default has occurred and is continuing, a statement setting forth the details thereof and the action which such Borrower have taken and propose to take with respect thereto, and (b) that a computation (which computation shall accompany such certificate and shall be in reasonable detail) showing compliance with Section 5.2(a), (b), (c), (d) and (o) hereof in conformity with the terms of this Agreement, and in addition, not later than the 45th day after the end of each fiscal quarter of such Borrower, including, without limitation, the fourth fiscal quarter of each fiscal year of such Borrower, a report, in form and substance satisfactory to the Banks, with respect to the aggregate impairment reserve of such Borrower and the changes therein since the last quarterly report delivered pursuant to this Section;

(v) Not later that the 15th day after the end of each month, the following, prepared as of the close of business on the last day of each such month, in form and detail satisfactory to the Agent, and all certified as true and correct by the chief financial officer of the Borrower:

(A) a Borrowing Base Certificate, together with supporting schedules, setting forth such information as the Agent may request with respect to the aging, value and other information relating to the computation of the Borrowing Base and the eligibility of any property or assets included in such computation;

(B) a bulk purchase report showing all acquired Receivables Portfolios of the Borrowers and the collection performance of each such Receivables Portfolio; and

(C) an active balance report of the Borrowers setting forth a summary and aging of all Receivables, broken out by Receivables Portfolios, and identifying all Receivables on which any Borrower has collected any payment during the immediately preceding period of 90 days;

(vi) Promptly and in any event within 10 Business Days after receiving or becoming aware thereof, (A) a copy of any notice of intent to terminate any Plan filed with the PBGC, (B) a statement of the chief financial officer of such Borrower setting forth the details of the occurrence of any Reportable Event with respect to any Plan, (C) a copy of any notice that such Borrower, any Subsidiary of such Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or to appoint a trustee to administer any Plan, or (D) a copy of any notice of failure to make a required installment or other payment within the meaning of
Section 412(n) of the Code or Section 302(f) of ERISA with respect to a Plan;

(vii) Promptly upon request by the Agent, a copy of any management letter or comparable analysis prepared by the auditors for such Borrower or any of its Subsidiaries; and

(viii) Promptly, such other information respecting the business, properties, operations or condition, financial or otherwise, of such Borrower or any of its Subsidiaries as the Agent or any Bank may from time to time reasonably request.

(e) Accounting, Access to Records, Books, Etc. Maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in accordance with generally accepted accounting principles and to comply with the requirements of this Agreement and, at any reasonable time and from time to time, (i) permit any Bank or the Agent or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of such Borrower and its Subsidiaries, and to discuss the affairs, finances and accounts of such Borrower and its Subsidiaries with their respective directors, officers, employees and independent auditors, and by this provision such Borrower does hereby authorize such persons to discuss such affairs, finances and accounts with any Bank or the Agent, and (ii) permit independent agents or representatives acceptable to the Required Banks to conduct an annual comprehensive field audit of such Borrower's books, records, properties and assets, including, without limitation, all collateral subject to the Security Documents, at the expense of such Borrower.

(f) Further Assurances. Execute and deliver, within 30 days after request therefor by the Agent or the Required Banks, all further instruments and documents and take all further action that may be necessary or desirable, or that the Agent or the Required Banks may request, in order to give effect to, and to aid in the exercise and enforcement of the rights and remedies of the Agent and the Banks under. In addition, each Borrower agrees to deliver to the Agent (with copies for each of the Banks) from time to time upon the acquisition or creation of any Subsidiary not listed in Schedule 4.4 hereto supplements to Schedule 4.4 such that such Schedule, together with such supplements, shall at all times accurately reflect the information provided for thereon. Nothing herein shall be deemed to limit the restrictions of Section 5.2(f).

(g) Additional Security and Collateral. Promptly, and in any event within 30 days after request therefor by the Agent or the Required Banks, (i) execute and deliver, and cause each Subsidiary of such Borrower to execute and deliver, additional Security Documents sufficient to grant to the Agent for the benefit of the Agent and the Banks liens and security interests in any after-acquired property of the types described in Section 2.7, and (ii) cause each Person becoming a domestic Subsidiary of such Borrower after the Effective Date to execute and deliver to the Banks and the Agent a Guaranty and other Security Documents, together with other related items described in Section 2.5, sufficient to grant to the Agent of the benefit of the Banks and the Agent security interests in substantially all the personal property assets of such Person described in Section 2.7. Such Borrower shall notify the Agent, within 10 days after the occurrence thereof, of the acquisition of any property by such Borrower that is not subject to the existing Security Documents, any person's becoming a Subsidiary of such Borrower, and any other event or condition that may require additional action of any nature in order to preserve the effectiveness and perfected status of the liens and security interests of the Agent and the Banks with respect to such property pursuant to the Security Documents. Nothing herein shall be deemed to limit the restrictions of Section 5.2(f).

5.2 Negative Covenants. Until the Termination Date and thereafter until the payment in full of the principal of and accrued interest on the Notes and the performance of all other obligations of the Borrowers under this Agreement, each Borrower agrees that, unless the Required Banks shall otherwise consent in writing, it shall not, and shall not permit any of its Subsidiaries to (it being understood that for any period ending on or prior to the Recapitalization, the combined Consolidated Adjusted EBITDA, Consolidated Cumulative Net Income and Consolidated Modified Debt Service of Asset Acceptance Corp. and Lee Acceptance Corp. shall be used for computing the following ratios of Asset Acceptance, LLC, and the Consolidated Adjusted EBITDA, Consolidated Cumulative Net Income and Consolidated Modified Debt Service of Financial Credit Corp, Consumer Credit Corp. and CFC Financial Corp. shall be used for computing the following ratios of Financial Credit, LLC, Consumer Credit, LLC and CFC Financial, LLC, respectively):

(a) Ratio of Total Liabilities to Consolidated Adjusted EBITDA. Permit or suffer the ratio of (i) the Consolidated Total Liabilities of the Borrowers and their consolidated Subsidiaries to (ii) the Consolidated Adjusted EBITDA of the Borrowers and their consolidated Subsidiaries at any time to exceed 2.0 to 1.0; such ratio to be determined as of the last day of each fiscal quarter of the Borrowers for the period of four fiscal quarters of the Borrowers then ending.

(b) Tangible Capital Funds. Permit or suffer the Consolidated Tangible Capital Funds of the Borrowers and their consolidated Subsidiaries at any time to be less than the sum of (i) $20,000,000, plus (ii) 50% of Consolidated Cumulative Net Income of the Borrowers and their consolidated Subsidiaries for the period commencing January 1, 2002.

(c) Ratio of Total Liabilities to Tangible Capital Funds. Permit or suffer the ratio of the Consolidated Total Liabilities of the Borrowers and their consolidated Subsidiaries to the Tangible Capital Funds of the Borrowers and their consolidated Subsidiaries to be greater than 3.0 to 1.0; such ratio to be determined as of the last day of each fiscal quarter of the Borrowers.

(d) Debt Service Coverage Ratio. Permit or suffer the ratio of (i) the Consolidated Adjusted EBITDA of the Borrowers to (ii) Consolidated Modified Debt Service of the Borrowers to be less than 1.5 to 1.0, such ratio to be determined as of the last day of each fiscal quarter of the Borrowers.

(e) Indebtedness; Contingent Liabilities. Create, incur, assume or in any manner become liable in respect of, or suffer to exist, any Indebtedness or other Contingent Liabilities other than:

(i) The Loans and the Reimbursement Obligations;

(ii) The Indebtedness described in Schedule 5.2(e) hereto, having the same terms as those existing on the date of this Agreement, but no extension or renewal thereof shall be permitted;

(iii) Indebtedness in aggregate outstanding principal amount not exceeding $2,000,000 which is secured by one or more liens permitted by Section 5.2(f)(vi) hereof;

(iv) Subordinated Debt; and

(v) Rate Management Transactions.

(f) Liens. Create, incur or suffer to exist any Lien on any of the assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether now owned or hereafter acquired, of any Borrower or any Subsidiary of any Borrower, other than:

(i) Liens for taxes not delinquent or for taxes being contested in good faith by appropriate proceedings and as to which adequate financial reserves have been established on its books and records;

(ii) Liens (other than any Lien imposed by ERISA) created and maintained in the ordinary course of business which are not material in the aggregate, and which would not have a material adverse effect on the business or operations of any Borrower or any of its Subsidiaries and which constitute (A) pledges or deposits under worker's compensation laws, unemployment insurance laws or similar legislation, (B) good faith deposits in connection with bids, tenders, contracts or leases to which such Borrower or any of its Subsidiaries is a party for a purpose other than borrowing money or obtaining credit, including rent security deposits, (C) liens imposed by law, such as those of carriers, warehousemen and mechanics, if payment of the obligation secured thereby is not yet due, (D) Liens securing taxes, assessments or other governmental charges or levies not yet subject to penalties for nonpayment, and (E) pledges or deposits to secure public or statutory obligations of such Borrower or any such Subsidiary, or surety, customs or appeal bonds to which such Borrower or any such Subsidiary is a party;

(iii) Liens affecting real property which constitute minor survey exceptions or defects or irregularities in title, minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of such real property, provided that all of the foregoing, in the aggregate, do not at any time materially detract from the value of said properties or materially impair their use in the operation of the businesses of such Borrower or any of its Subsidiaries;

(iv) Liens created pursuant to the Security Documents and Liens expressly permitted by the Security Documents;

(v) Each Lien described in Schedule 5.2(f) hereto may be suffered to exist upon the same terms as those existing on the Effective Date;

(vi) Any Lien created to secure payment of a portion of the purchase price of or existing at the time of acquisition of, any tangible fixed asset acquired by the Borrower or any of their Subsidiaries may be created or suffered to exist upon such fixed asset if the outstanding principal amount of the Indebtedness secured by such Lien does not at any time exceed 100% of the purchase price paid by the Borrower or such Subsidiary for such fixed asset,

and the aggregate principal amount of all Indebtedness secured by such Liens does not exceed $2,000,000, provided that such Lien does not encumber any other asset at any time owned by the Borrower or such Subsidiary, and provided, further, that not more than one such Lien shall encumber such fixed asset at any one time;

(vii) licenses, leases or subleases granted to third parties in the ordinary course of business not interfering in any material respect with the business of such Borrower or any of its Subsidiaries;

(viii) Liens arising from precautionary UCC financing statements regarding operating leases permitted by this Agreement; and

(ix) Liens arising from judgments, decrees or attachment in circumstances not constituting an Event of Default under Section 6.1(f), provided that cash or other property (other than proceeds of insurance payable by reason of such judgments, decrees or attachments) may only be pledged by a Borrower or any of its Subsidiaries as security therefor to the extent the amount of such cash plus the fair market value of such other property does not exceed $250,000 in the aggregate.

(g) Merger; Acquisitions; Etc. Purchase or otherwise acquire, whether in one or a series of transactions, all or a substantial portion of the business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, of any person, or all or a substantial portion of the capital stock of or other ownership interest in any other person; nor merge or consolidate or amalgamate with any other person or take any other action having a similar effect; nor enter into any joint venture or similar arrangement with any other person; nor otherwise create or acquire any Subsidiary, provided, however, that this Section 5.2(g) shall not prohibit any merger, consolidation or amalgamation or acquisition by any Borrower or any Subsidiary if (i) such Borrower or such Subsidiary shall be the surviving or continuing corporation thereof, (ii) immediately before and after such merger, consolidation or amalgamation or acquisition, no Default or Event of Default shall exist or shall have occurred and be continuing and the representations and warranties contained in Article IV shall be true and correct on and as of the date thereof (both before and after such merger or acquisition is consummated) as if made on the date such merger or acquisition is consummated, and (iii) prior to the consummation of such merger or acquisition, such Borrower shall have provided to the Banks and the Agent an opinion of counsel and a certificate of the chief financial officer of such Borrower (attaching computations to demonstrate compliance with all financial covenants hereunder), each stating that such merger or acquisition complies with this Section 5.2(g) and that any other conditions under this Agreement relating to such transaction have been satisfied.

In addition, this Section 5.2(g) shall not prohibit the Borrowers or any of their Subsidiaries from consummating any of the following transactions:

(v) the assets of any Subsidiary of any Borrower may be transferred to such Borrower or any wholly-owned domestic Subsidiary of such Borrower, and any Subsidiary of any Borrower may be merged with and into, or be voluntarily dissolved or liquidated into, such Borrower or any wholly-owned domestic Subsidiary of such Borrower, so long as such Borrower or such wholly-owned Subsidiary, as the case may be, is the surviving company of any such

merger, dissolution or liquidation, and if the surviving company is a Subsidiary, such Subsidiary shall have delivered to the Agent for the benefit of the Banks a Guaranty and a Security Agreement;

(w) the Borrowers and their wholly-owned domestic Subsidiaries may sell or otherwise transfer accounts receivable and/or inventory between or among themselves in the ordinary course of business for resale by such Borrowers or such wholly-owned domestic Subsidiaries as the case may be;

(x) the Borrowers and any of their Subsidiaries may lease, as lessor, equipment, machinery or its real property, and license, in the ordinary course of business, patents, trademarks, copyrights and know-how, to one or more Borrowers or their wholly-owned Subsidiaries, so long as such lease or license is for fair market value (determined in good faith by the managers, members or senior management of such lessor);

(y) subject to compliance with Section 2.7, 5.1(f) and 5.1(g), the Borrowers or any of their wholly-owned Subsidiaries may create wholly-owned Subsidiaries; and

(z) the Recapitalization.

(h) Disposition of Assets; Etc. Sell, lease, license, transfer, assign or otherwise dispose of all or a substantial portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory or Receivables sold in the ordinary course of business upon customary credit terms and sales of scrap or obsolete material or equipment.

(i) Inconsistent Agreements. Enter into any agreement containing any effective provision which would be violated or breached by this Agreement or any of the transactions contemplated hereby or by performance by such Borrower or its Subsidiaries of any of their obligations in connection therewith in any material respect.

(j) Nature of Business. Make any substantial change in the nature of its business from that engaged in on the date of this Agreement by its predecessor Existing Borrower or engage in any other businesses other than those in which its predecessor Existing Borrower is engaged on the date of this Agreement.

(k) Payments and Modification of Subordinated Debt. Except as expressly permitted under the terms of the related subordination agreements in favor of the Banks and the Agent, make any optional payment, prepayment or redemption of any Subordinated Debt, nor amend or modify, or consent or agree to any amendment or modification, which would shorten any maturity or increase the amount of any payment of principal or increase the rate (or require earlier payment) of interest on any such Subordinated Debt, nor amend any agreement under which any Subordinated Debt is issued or created or otherwise related thereto, nor enter into any agreement or arrangement providing for the defeasance of any Subordinated Debt.

(l) Dividends and Other Restricted Payments. Make, pay, declare or authorize any dividend, payment or other distribution in respect of any class of its membership

interests or any dividend, payment or distribution in connection with the redemption, purchase, retirement or other acquisition, directly or indirectly, of its membership interests, other than such dividends, payments or other distributions to the extent payable solely in membership interests of such Borrower, or amend or modify the Consulting Services Agreement to increase the amount payable thereunder, provided, however, that (i) such Borrower may make, pay, declare or authorize distributions to Holdings in any quarter ending after the Effective Date in an aggregate amount not greater than the amount necessary (when combined with amounts paid by each other Borrower and each other Subsidiary of Holdings, if any) for Holdings to make the distributions to its members required or permitted pursuant to Section 6.4 of the Amended and Restated Limited Liability Company Agreement dated September 30, 2002 among Holdings, AAC Holding Corp., Consumer Credit Corp. and AAC Investors, Inc., as in effect on the date hereof, (ii) if no Default or Event of Default shall exist or shall have occurred and be continuing and no Default or Event of Default under any other provision of this Agreement would result therefrom, each Borrower may make, pay, declare or authorize distributions to Holdings in any quarter ending after the Effective Date in an aggregate amount not greater than the amount to permit Holdings to make payments to employees or former employees of such Borrower or any of its Subsidiaries in respect of share repurchases or payments in respect of share appreciation rights following the termination of their employment, provided that the aggregate amount distributed by all of the Borrowers in any fiscal year for such payments does not exceed $500,000, together with any unused amount from prior fiscal years and net cash proceeds received by Holdings in such fiscal year from the sale or issuance of Holdings membership interests to employees of the Borrowers or their Subsidiaries, and
(iii) if no Default or Event of Default shall exist or shall have occurred and be continuing and no Default or Event of Default under any other provision of this Agreement would result therefrom, other dividends, payments and other distributions that in the aggregate do not exceed $500,000 for all of the Borrowers during any fiscal year of the Borrowers, and provided, further, that Asset Acceptance may distribute up to $800,000 to Holdings on the Effective Date to fund the repayment of the Note Payable on Demand of $550,000 to AAC Holding Corp. and the Note Payable on Demand of $250,000 to Consumer Credit Corp. For purposes of this Section 5.2(l), "membership interests" shall include membership interests and any securities exchangeable for or convertible into membership interests and any warrants, rights or other options to purchase or otherwise acquire membership interests or such securities, together with appreciation rights or other contractual obligations linked to the value of such membership interests.

(m) Investments, Loans and Advances. Purchase or otherwise acquire any capital stock of or other ownership interest in, or debt securities of or other evidences of Indebtedness of, any other person; nor make any loan or advance of any of its funds or property or make any other extension of credit to, or make any investment or acquire any interest whatsoever in, any other person; nor incur any Contingent Liability; other than (i) commission, travel and similar advances made to officers and employees in the ordinary course of business, (ii) commercial paper of any United States issuer having the highest rating then given by Moody's Investors Service, Inc., or Standard & Poor's Corporation, direct obligations of and obligations fully guaranteed by the United States of America or any agency or instrumentality thereof, or certificates of deposit of any commercial bank which is a member of the Federal Reserve System and which has capital, surplus and undivided profit (as shown on its most recently published statement of condition) aggregating not less than $100,000,000, provided, however, that each of the foregoing investments has a maturity date not later than 180 days after

the acquisition thereof by any Borrower or any of its Subsidiaries, or shares in mutual funds that invest solely in such securities, and (iii) those investments, loans, advances and other transactions described in Schedule 5.2(m) hereto, having the same terms as existing on the date of this Agreement, but no extension or renewal thereof shall be permitted. Nothing in this Section 5.2(m) shall prohibit (i) the purchase by any Borrower of Receivables Portfolios in the ordinary course of business, (ii) any Indebtedness permitted under Section 5.2(e), (iii) any transaction permitted under Section 5.2(g), or (iv) the Recapitalization.

(n) Transactions with Affiliates. Enter into, become a party to, or become liable in respect of, any contract or undertaking with any Affiliate except (i) in the ordinary course of business and on terms not less favorable to such Borrower than those which could be obtained if such contract or undertaking were an arm's length transaction with a person other than an Affiliate, and (ii) the Consulting Services Agreement.

(o) Ratio of Adjusted Receivables Balances to Loans. Permit or suffer the ratio of (i) the Consolidated Adjusted Receivables Balances of the Borrowers to (ii) the Aggregate Outstanding Credit Exposure to be less than 1.00 to 1.00 at any time.

ARTICLE VI.

DEFAULT

6.1 Events of Default. The occurrence of any one of the following events or conditions shall be deemed an "Event of Default" hereunder unless waived pursuant to Section 8.1:

(a) Nonpayment. Any Borrower shall fail to pay when due any principal of or interest on the Notes, any Reimbursement Obligation or any fees or any other amount payable hereunder; or

(b) Misrepresentation. Any representation or warranty made by the Borrowers in Article IV hereof or by any Borrower or any Subsidiary in any of the Loan Documents or in any other certificate, report, financial statement or other document furnished by or on behalf of the Borrowers or any of their Subsidiaries in connection with this Agreement, shall prove to have been incorrect in any material respect when made or deemed made; or

(c) Certain Covenants. Any Borrower shall fail to perform or observe any term, covenant or agreement contained in Article V hereof; or

(d) Other Defaults. Any Borrower or any Subsidiary shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or in any Security Document, and any such failure shall remain unremedied for 15 calendar days after notice thereof shall have been given to the Borrowers by the Agent (or such longer or shorter period of time as may be specified in such Security Document);

(e) Other Indebtedness. Any Borrower or any Subsidiary shall fail to pay any part of the principal of, the premium, if any, or the interest on, or any other payment of money

due under any of its Indebtedness at any time owing to any Bank (other than Indebtedness hereunder), beyond any period of grace provided with respect thereto, or any Borrower or any Subsidiary fails to perform or observe any other term, covenant or agreement contained in any agreement, document or instrument evidencing or securing any such Indebtedness owing to any Bank, or under which any such Indebtedness was issued or created, beyond a period of grace, if any, provided with respect thereto, or the occurrence or existence of any default, event of default or other similar condition or event (however described) with respect to any Rate Management Transaction; or any Borrower or any Subsidiary shall fail to pay any part of the principal of, the premium, if any, or the interest on, or any other payment of money due under any of its Indebtedness at any time owing to any other Person, beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $2,000,000; or any Borrower or any Subsidiary fails to perform or observe any other term, covenant or agreement contained in any agreement, document or instrument evidencing or securing any such Indebtedness owing to any other Person having such aggregate outstanding principal amount, or under which any such Indebtedness was issued or created, beyond any period of grace, if any, provided with respect thereto; or

(f) Judgments. One or more judgments or orders for the payment of money in an aggregate amount of $2,000,000 or more that are not covered by insurance shall be rendered against the Borrowers or any of them or any of their Subsidiaries, or any other judgment or order (whether or not for the payment of money) shall be rendered against or shall affect the Borrowers or any of them or any of their Subsidiaries which causes or could cause a material adverse change in the business, properties, operations or condition, financial or otherwise, of the Borrowers or any of their Subsidiaries or which does or could have a material adverse effect on the legality, validity or enforceability of any of the Loan Documents, and either (i) such judgment or order shall have remained unsatisfied and the Borrowers or such Subsidiary shall not have taken action necessary to stay enforcement thereof by reason of pending appeal or otherwise, prior to the expiration of the applicable period of limitations for taking such action or, if such action shall have been taken, a final order denying such stay shall have been rendered, or (ii) enforcement proceedings shall have been commenced by any creditor upon any such judgment or order; or

(g) ERISA. The occurrence of a Reportable Event that results in or could result in liability of any Borrower, any Subsidiary, or any ERISA Affiliate to the PBGC or to any Plan and such Reportable Event is not corrected within thirty (30) days after the occurrence thereof; or the occurrence of any Reportable Event which could constitute grounds for termination of any Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer any Plan and such Reportable Event is not corrected within thirty (30) days after the occurrence thereof; or the filing by any Borrower or any of its Subsidiaries or any ERISA Affiliate of a notice of intent to terminate a Plan or the institution of other proceedings to terminate a Plan, if such termination could have a material adverse effect on the business, properties, operations or condition, financial or otherwise, of any Borrower or any Subsidiary or any Borrower or any Subsidiary or any ERISA Affiliate shall fail to pay when due any liability to the PBGC or to a Plan; or the PBGC shall have instituted proceedings to terminate, or to cause a trustee to be appointed to administer, any Plan; or any person engages in a Prohibited Transaction with respect to any Plan which results in or could result in liability of

any Borrower or any Subsidiary, any ERISA Affiliate, any Plan of the Borrower, its Subsidiaries or their ERISA Affiliates or any fiduciary of any such Plan; or failure by such Borrower, any Subsidiary or any of their ERISA Affiliates to make a required installment or other payment to any Plan within the meaning of
Section 302(f) of ERISA or Section 412(n) of the Code that results in or could result in liability of the Borrower, any Subsidiary or any ERISA Affiliate to the PBGC or any Plan; or the withdrawal of the Borrower, any Subsidiary or any ERISA Affiliate from a Plan during a plan year in which it was a "substantial employer" as defined in Section 4001(9a)(2) of ERISA; or the Borrower, any Subsidiary or any ERISA Affiliate becomes an employer with respect to any Multiemployer Plan without the prior written consent of the Required Banks; or

(h) Insolvency, Etc. Any Borrower or any Subsidiary shall be dissolved or liquidated (or any judgment, order or decree therefor shall be entered), or shall generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors, or shall institute, or there shall be instituted against the Borrowers or any Subsidiary any proceeding or case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors or seeking the entry of an order for relief, or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its assets, rights, revenues or property, and, if such proceeding is instituted against such Borrower or such Subsidiary and is being contested by such Borrower or such Subsidiary, as the case may be, in good faith by appropriate proceedings, such proceeding shall remain undismissed or unstayed for a period of 60 days; or any Borrower or any Subsidiary shall take any action (corporate or other) to authorize or further any of the actions described above in this subsection; or

(i) Security Documents. Any "event of default" defined in any Security Document shall have occurred and be continuing, or any material provision of any Security Document shall at any time for any reason cease to be valid, binding and enforceable against any obligor thereunder, or the validity, binding effect or enforceability thereof shall be contested by any person, or any obligor shall deny that it has any or further liability or obligation thereunder, or any Security Document shall be terminated, invalidated or set aside, or be declared ineffective or inoperative or in any way cease to give or provide to the Agent and the Banks the benefits purported to be created thereby; or

(j) Subordinated Debt Defaults. Any default under any subordination agreement in favor of the Agent or the Banks with respect to any Subordinated Debt shall have occurred and be continuing beyond any applicable grace period; or any material provision of any such subordination agreement or any other subordination terms of any Subordinated Debt shall at any time for any reason cease to be valid and binding and enforceable against any Borrower or any Subsidiary or any holder of any Subordinated Debt, or the validity, binding effect or enforceability thereof shall be contested by any Borrower or any Subsidiary or any holder of any Subordinated Debt; or any Borrower or any Subsidiary or any such holder shall deny that it has any further obligation under any such subordination terms or any such subordination agreement, or any such subordination terms or subordination agreement shall be terminated, invalidated or

set aside, or be declared ineffective or inoperative or in any way ceases to give or provide to the Agent and the Banks the benefits purported to be created thereby; or

(k) Control. Quad-C and/or its Affiliates shall cease to own directly or indirectly, free and clear of all Liens, at least 51% of the membership interests of each of the Borrowers;

(l) Employment Agreement Defaults. Asset Acceptance shall default in any material respect under any of the Employment Agreements; or

(m) Environmental Liabilities. Any Borrower shall incur liabilities in excess of $1,000,000 in the aggregate as a result of violation of Environmental Laws, or otherwise for remediation or cleanup of discharge of substances into the environment.

6.2 Remedies.

(a) Upon the occurrence and during the continuance of any Event of Default, the Agent, with the consent of the Required Banks may and, upon being directed to do so by the Required Banks, shall, by notice to the Borrowers (i) terminate the obligations of the Banks to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, (ii) declare the outstanding principal of, and accrued interest on, the Loans, the Reimbursement Obligations and all other amounts owing under the Loan Documents to be immediately due and payable, or (iii) demand immediate delivery of cash collateral, and the Borrowers agrees to deliver such cash collateral upon demand, in an amount equal to the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Facility LCs, which funds shall be held in the Facility LC Collateral Account, or any one or more of the foregoing, whereupon the Commitments shall terminate forthwith and all such amounts, including such cash collateral, shall become immediately due and payable, as the case may be, provided that in the case of any Event of Default described in Section 6.1(h) with respect to the Borrower, the Commitments shall automatically terminate forthwith and all such amounts, including such cash collateral, shall automatically become immediately due and payable without notice; in all cases without demand, presentment, protest, diligence, notice of dishonor or other formality, all of which are hereby expressly waived.

(b) The Agent, with the consent of the Required Banks may and, upon being directed to do so by the Required Banks shall, in addition to the remedies provided in Section 6.2(a), exercise and enforce any and all other rights and remedies available to it, whether arising under this Agreement, the Facility LC Application, the Security Documents or the Notes or under applicable law, in any manner deemed appropriate by the Agent, including suit in equity, action at law, or other appropriate proceedings, whether for the specific performance (to the extent permitted by law) of any covenant or agreement contained in this Agreement, the Facility LC Application, any Security Document or in the Notes or in aid of the exercise of any power granted in this Agreement, any Security Document or the Notes.

(c) Upon the occurrence and during the continuance of any Event of Default, each Bank may at any time and from time to time, without notice to any Borrower (any requirement for such notice being expressly waived by the Borrowers) set off and apply against

any and all of the obligations of the Borrowers now or hereafter existing under this Agreement, whether owing to such Bank or any other Bank or the Agent, any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of any Borrower and any property of any Borrower from time to time in possession of the Bank, irrespective of whether or not such Bank or the Agent or any other Bank shall have made any demand hereunder and although such obligations may be contingent and unmatured. The Borrowers hereby grant to the Banks and the Agent a lien on and security interest in all such deposits, indebtedness and property as collateral security for the payment and performance of the obligations of the Borrowers under this Agreement. The rights of the Banks under this Section 6.2(c) are in addition to other rights and remedies (including, without limitation, other rights of setoff) which the Banks may have.

(d) The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrowers to the Banks or the LC Issuer under the Loan Documents.

(e) At any time while any Default is continuing, none of the Borrowers nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrowers or paid to whomever may be legally entitled thereto at such time.

ARTICLE VII.

THE AGENT; TAXES; RATABLE PAYMENTS; BENEFIT OF AGREEMENT;
ASSIGNMENTS AND PARTICIPATIONS; DISTRIBUTION OF PROCEEDS

7.1 Appointment; Nature of Relationship. Bank One is hereby appointed by each of the Banks as its contractual representative (herein referred to as the "Agent") hereunder and under each Security Document, and each of the Banks irrevocably authorizes the Agent to act as the contractual representative of such Bank with the rights and duties expressly set forth herein and in the Security Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article
VII. Notwithstanding the use of the defined term "Agent," it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Bank by reason of this Agreement or any Security Document and that the Agent is merely acting as the contractual representative of the Banks with only those duties as are expressly set forth in this Agreement and the Security Documents. In its capacity as the Banks' contractual representative, the Agent (a) does not hereby assume any fiduciary duties to any of the Banks, (b) is a "representative" of the Banks within the meaning of the term "secured party" of the Michigan Uniform Commercial Code and (c) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the Security Documents. Each of the Banks hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Bank hereby waives.

7.2 Powers. The Agent shall have and may exercise such powers under this Agreement and the Security Documents as are specifically delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Agent shall have no implied duties to the Banks, or any obligation to the Banks to take any action thereunder except any action specifically provided by this Agreement and the Security Documents to be taken by the Agent.

7.3 General Immunity. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to any Borrower, any Guarantor, the Banks or any Bank for any action taken or omitted to be taken by it or them hereunder or under any Security Document or in connection herewith or therewith except to the extent such action or inaction is determined in a final non-appealable judgment by a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of such Person.

7.4 No Responsibility for Loans, Recitals, etc. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection with this Agreement, the Notes, any Security Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of any obligor under the Loan Documents, including, without limitation, any agreement by an obligor to furnish information directly to each Bank; (c) the satisfaction of any condition specified in Article II, except receipt of items required to be delivered solely to the Agent; (d) the existence or possible existence of any Default or Event of Default; (e) the validity, enforceability, effectiveness, sufficiency or genuineness of the Loan Documents or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the financial condition of the Borrowers or any Guarantor or their Subsidiaries. The Agent shall have no duty to disclose to the Banks information that is not required to be furnished by the Borrowers to the Agent at such time, but is voluntarily furnished by a Borrower to the Agent (either in its capacity as Agent or in its individual capacity).

7.5 Action on Instructions of Banks. The Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any Security Document in accordance with written instructions signed by the Required Banks, and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Banks. The Banks hereby acknowledge that the Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any Security Document unless it shall be requested in writing to do so by the Required Banks. The Agent shall be fully justified in failing or refusing to take any action hereunder, under the Notes and under any Security Document unless it shall first be indemnified to its satisfaction by the Banks pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

7.6 Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under the Notes and any Security Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Banks, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of

counsel concerning the contractual arrangement between the Agent and the Banks and all matters pertaining to the Agent's duties under the Loan Documents.

7.7 Reliance on Documents; Counsel. The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Agent, which counsel may be employees of the Agent.

7.8 Agent's Reimbursement and Indemnification. The Banks agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (a) for any amounts not reimbursed by the Borrowers for which the Agent is entitled to reimbursement by the Borrowers under this Agreement and the Security Documents, (b) for any other expenses incurred by the Agent on behalf of the Banks, in connection with the preparation, execution, delivery, administration and enforcement of this Agreement, the Notes and the Security Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Bank or between two or more of the Banks) and (c) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, the Notes and the Security Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Bank or between two or more of the Banks), or the enforcement of any of the terms of this Agreement, the Notes and the Security Documents or of any such other documents, provided that (i) no Bank shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and (ii) any indemnification required pursuant to Section 3.10(vii) shall, notwithstanding the provisions of this Section 7.8, be paid by the relevant Bank in accordance with the provisions thereof. The obligations of the Banks under this Section 7.8 shall survive payment of the Loans and termination of this Agreement.

7.9 Notice of Default. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Agent has received written notice from a Bank or a Borrower referring to this Agreement describing such Default or Event of Default and stating that such notice is a "notice of default". In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the Banks.

7.10 Rights as a Bank. In the event the Agent is a Bank, the Agent shall have the same rights and powers hereunder and under any Security Document with respect to its Commitment and its Loans as any Bank and may exercise the same as though it were not the Agent, and the term "Bank" or "Banks" shall, at any time when the Agent is a Bank, unless the context otherwise indicates, include the Agent in its individual capacity. The Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any Security

Document, with the Borrowers or any of their Subsidiaries in which the Borrowers or such Subsidiary is not restricted hereby from engaging with any other Person.

7.11 Bank Credit Decision. Each Bank acknowledges that it has, independently and without reliance upon the Agent or any other Bank and based on the financial statements prepared by the Companies or the Borrowers and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank also acknowledges that it will, independently and without reliance upon the Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents.

7.12 Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks and the Borrowers, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Banks, such removal to be effective on the date specified by the Required Banks. Upon any such resignation or removal, the Required Banks shall have the right to appoint, on behalf of the Borrower and the Banks, a successor Agent. If no successor Agent shall have been so appointed by the Required Banks within thirty days after the resigning Agent's giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the Banks, a successor Agent. Notwithstanding the previous sentence, the Agent may at any time without the consent of the Borrowers or any Bank, appoint any of its Affiliates which is a commercial bank as a successor Agent hereunder. If the Agent has resigned or been removed and no successor Agent has been appointed, the Banks may perform all the duties of the Agent hereunder and the Borrowers shall make all payments in respect of the Loans and other obligations of the Borrowers under this Agreement, the Notes and the Security Documents to the applicable Bank and for all other purposes shall deal directly with the Banks. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Agent. Upon the effectiveness of the resignation or removal of the Agent, the resigning or removed Agent shall be discharged from its duties and obligations hereunder, under the Notes and under the Security Documents. After the effectiveness of the resignation or removal of an Agent, the provisions of this Article VII shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder, under the Notes and under the Security Documents. In the event that there is a successor to the Agent by merger, or the Agent assigns its duties and obligations to an Affiliate pursuant to this Section 7.12, then the term "Prime Rate" as used in this Agreement shall mean the prime rate or other analogous rate of the new Agent.

7.13 Delegation to Affiliates. The Borrowers and the Banks agree that the Agent may delegate any of its duties under this Agreement and the Security Documents to any of its Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents and employees) which performs duties in connection with this Agreement and the Security Documents shall be

entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Agent is entitled under this Agreement and the Security Documents.

7.14 Execution of Collateral Documents. The Banks hereby empower and authorize the Agent to execute and deliver to the Borrower on behalf of the Banks the Security Documents and all related financing statements and any financing statements, agreements, documents or instruments as shall be necessary or appropriate to effect the purposes of the Security Documents.

7.15 Collateral Releases. The Banks hereby empower and authorize the Agent to execute and deliver to the appropriate Borrower on behalf of the Banks any agreements, documents or instruments as shall be necessary or appropriate to effect any releases of collateral which shall be permitted by the terms hereof or of any Security Document or which shall otherwise have been approved by the Required Banks (or, if required by the terms of this Agreement, all of the Banks) in writing.

7.16 Ratable Payments. If any Bank, whether by setoff or otherwise, has payment made to it upon its Outstanding Credit Exposure in a greater proportion than that received by any other Bank, such Bank agrees, promptly upon demand, to purchase a portion of the Aggregate Outstanding Credit Exposure held by the other Banks so that after such purchase each Bank will hold its Pro Rata Share of Aggregate Outstanding Credit Exposure. If any Bank, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Loans or such amounts which may be subject to setoff, such Bank agrees, promptly upon demand, to take such action necessary such that all Banks share in the benefits of such collateral ratably in proportion to their respective Pro Rata Shares of the Aggregate Outstanding Credit Exposure. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

7.17 Successors and Assigns. The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrowers and the Banks and their respective successors and assigns, except that (a) the Borrowers shall not have the right to assign their rights or obligations under this Agreement, the Facility LC Applications, the Notes or the Security Documents without the prior written consent of all the Banks and (b) any assignment by any Bank must be made in compliance with Section 7.19. The parties to this Agreement acknowledge that clause (b) of this Section 7.17 relates only to absolute assignments and does not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by any Bank of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank; provided, however, that no such pledge or assignment creating a security interest shall release the transferor Bank from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 7.19. The Agent may treat the Person which made any Loan or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 7.19; provided, however, that the Agent may in its discretion (but shall not be required to) follow instructions from the Person which made any Loan or which holds any Note to direct payments relating to such Loan or Note to another Person. Any assignee of the rights to any Loan or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of this Agreement, the Notes and the Security Documents. Any request, authority or consent of any Person, who at the time of

making such request or giving such authority or consent is the owner of the rights to any Loan (whether or not a Note has been issued in evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights to such Loan.

7.18 Participations.

(a) Any Bank may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities ("Participants") participating interests in any Outstanding Credit Exposure of such Bank, any Note held by such Bank, any Commitment of such Bank or any other interest of such Bank under the Loan Documents. In the event of any such sale by a Bank of participating interests to a Participant, such Bank's obligations under the Loan Documents shall remain unchanged, such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, such Bank shall remain the owner of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under this Agreement, the Notes and the Security Documents, all amounts payable by the Borrowers under this Agreement shall be determined as if such Bank had not sold such participating interests, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement, the Notes and the Security Documents.

(b) Each Bank shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of this Agreement, the Notes and the Security Documents other than any amendment, modification or waiver with respect to any Credit Extension or Commitment in which such Participant has an interest which would require consent of all of the Banks pursuant to the terms of Section 8.1 or of any Security Document.

(c) The Borrowers agree that each Participant shall be deemed to have the right of setoff provided in Section 6.2(c) in respect of its participating interest in amounts owing under this Agreement, the Notes and the Security Documents to the same extent as if the amount of its participating interest were owing directly to it as a Bank thereunder, provided that each Bank shall retain the right of setoff provided in Section 6.2(c) with respect to the amount of participating interests sold to each Participant. The Banks agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 6.2(c), agrees to share with each Bank, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 7.16 as if each Participant were a Bank.

7.19 Assignments.

(a) Any Bank may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities ("Purchasers") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit G hereto or in such other form as may be agreed to by the parties thereto and approved by the Agent. The consent of the Borrowers, the LC Issuer and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Bank or an Affiliate thereof; provided, however, that if an Event of Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall

not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Bank or an Affiliate thereof shall (unless each of the Borrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Bank's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

(b) Upon (i) delivery to the Agent of an assignment, together with any consents required by Section 7.19(a), and (ii) payment by the parties to such an assignment of a $4,000 fee to the Agent for processing such assignment (unless such assignment is of a Bank's entire interest in the Loan Documents to an Affiliate of such Lender, or such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Bank party to this Agreement and any other related documents executed by or on behalf of the Banks and shall have all the rights and obligations of a Bank under this Agreement, the Notes and the Security Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrowers, the Banks or the Agent shall be required to release the transferor Bank with respect to the of Commitment and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 7.19(b), the transferor Bank, the Agent and the Borrower shall, if the transferor Bank or the Purchaser desires that its Loans be evidenced by a Note, make appropriate arrangements so that a new Note or, as appropriate, replacement Note is issued to such transferor Bank and a new Note or, as appropriate, replacement Note, is issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment.

7.20 Dissemination of Information. Subject to the terms of Section 8.18, each of the Borrowers authorizes each Bank to disclose to any of its subsidiaries or Affiliates or their successors, or to any of its subsidiaries or Affiliates or their successors, or to any Participant or Purchaser or any other Person acquiring an interest in this Agreement, the Notes and the Security Documents by operation of law (each a "Transferee") and any prospective Transferee any and all information in such Bank's possession concerning the Borrowers, provided that any such Transferee or prospective Transferee agrees to be bound by the provisions of Section 8.18 with respect to any such information.

7.21 Tax Treatment. If any interest in this Agreement, the Facility LC Applications, the Notes or the Security Documents is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Bank shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.10(iv).

7.22 Distribution of Proceeds of Collateral and Guaranties. All proceeds of any realization on the collateral pursuant to the Security Documents and any payments received by

the Agent or any Bank pursuant to the Guaranties subsequent to and during the continuance of any Event of Default shall be allocated and distributed by the Agent as follows:

(a) First, to the payment of all reasonable costs and expenses, including without limitation all reasonable attorneys' fees, of the Agent and the Banks in connection with the enforcement of this Agreement, the Notes and the Security Documents and otherwise administering this Agreement;

(b) Second, to the payment of all fees required to be paid under Section 2.3 of this Agreement owing to the Banks, the LC Issuer and the Agent, on a pro rata basis in accordance with the ratio that the amount of such fees owing to each such Bank, the LC Issuer or the Agent, as the case may be, bears to the aggregate amount of such fees owing to all the Banks, the LC Issuer and the Agent, for application to payment of such liabilities;

(c) Third, to the Banks (and/or their subsidiaries, affiliates or successors in connection with any Rate Management Transactions) for payment of all outstanding obligations consisting of principal, interest and obligations under Rate Management Transactions, on a pro rata basis in accordance with the ratio that the amount of such principal, interest and Rate Management Transaction obligations owing to each such Bank bears to the aggregate amount of such principal, interest and other obligations owing to all the Banks, for application to payment of such principal, interest and other obligations;

(d) Fourth, to the payment of any and all other obligations under this Agreement, the Facility LC Applications, the Notes and the Security Documents owing to the Banks, the LC Issuer and the Agent, on a pro rata basis in accordance with the ratio that the amount of such obligations owing to each such Bank, the LC Issuer or the Agent, as the case may be, bears to the total amount of such obligations owing to all the Banks, the LC Issuer and the Agent, for application to payment of such obligations; and

(e) Fifth, to the Borrower or such other Person as may be legally entitled thereto.

ARTICLE VIII.

MISCELLANEOUS

8.1 Amendments, Etc.

(a) No amendment, modification, termination or waiver of any provision of this Agreement nor any consent to any departure therefrom shall be effective unless the same shall be in writing and signed by the Borrower and the Required Banks and, to the extent any rights or duties of the Agent or the LC Issuer may be affected thereby, the Agent or the LC Issuer, respectively, provided, however, that no such amendment, modification, termination, waiver or consent shall, without the consent of the Agent and all of the Banks, (i) authorize or permit the extension of time for, or any reduction of the amount of, any payment of the principal of, or interest on, the Notes, the Reimbursement Obligations, any fees or other amount payable hereunder, or extend the expiry date of any Facility LC to a date after the Termination Date, (ii)

amend, extend or terminate the respective Commitments of any Bank set forth on the signature pages hereof or modify the provisions of this Section regarding the taking of any action under this Section or the definition of Required Banks or any provision of this Agreement requiring the consent of all of the Banks,
(iii) provide for the discharge of any Guarantor or the release of any material portion of the collateral subject to any Security Document, except as expressly contemplated by this Agreement or the Security Documents, (iv) permit any Borrower to assign its rights under this Agreement, (iv) modify the percentages set forth in the definition of Age Adjusted Percentage, or (v) modify any other provision of this Agreement which by its terms requires the consent of all of the Banks.

(b) Any such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

(c) Notwithstanding anything herein to the contrary, no Bank that is in default of any of its obligations, covenants or agreements under this Agreement shall be entitled to vote (whether to consent or to withhold its consent) with respect to any amendment, modification, termination or waiver of any provision of this Agreement or any departure therefrom or any direction from the Banks to the Agent, and, for purposes of determining the Required Banks at any time when any Bank is in default under this Agreement, the Commitments and Loans of such defaulting Banks shall be disregarded.

8.2 Notices.

(a) Except as otherwise provided in Section 8.2(c) hereof, all notices and other communications hereunder shall be in writing and shall be delivered or sent to the Borrowers at 6985 Miller Road, Warren, Michigan 48092, Attention: Mark A. Redman, Facsimile No. (810) 446-7839, Facsimile Confirmation No. (810) 446-7803, with a copy to Holdings, c/o Quad-C Management, Inc., 230 East High Street, Charlottesville, VA 22902, Phone: (434) 979-2070, Fax: (434) 979-1145, and to the Agent, the LC Issuer and the Banks at their respective addresses for notices set forth on the signature pages hereof, or to such other address as may be designated by the Borrowers, the Agent or any Bank by notice to the other parties hereto. All notices and other communications shall be deemed to have been given at the time of actual delivery thereof to such address, or if sent by certified or registered mail, postage prepaid, to such address, on the third day after the date of mailing, or if sent by facsimile transmission, upon confirmation of receipt by telephone at the number specified pursuant to this Section 8.2 for confirmation, provided, however, that notices to the Bank shall not be effective until received.

(b) Notices by the Borrowers to the Agent with respect to terminations or reductions of the Commitment pursuant to Section 2.2, requests for Credit Extensions pursuant to Section 2.4, Conversion/Continuation Notices pursuant to Section 2.9, and notices of prepayment pursuant to Section 3.1 shall be irrevocable and binding on the Borrowers.

(c) Any notice to be given by the Borrowers to the Agent pursuant to Sections 2.4 or 2.9 and any notice to be given by the Agent or any Bank hereunder, may be given by telephone, and all such notices given by the Borrowers must be promptly confirmed in writing

in the manner provided in Section 8.2(a). Any such notice given by telephone shall be deemed effective upon receipt thereof by the party to whom such notice is to be given.

8.3 No Waiver By Conduct; Remedies Cumulative. No course of dealing on the part of the Agent, the LC Issuer or any Bank, nor any delay or failure on the part of the Agent, the LC Issuer or any Bank in exercising any right, power or privilege hereunder shall operate as a waiver of such right, power or privilege or otherwise prejudice the Agent's, the LC Issuer's or such Bank's rights and remedies hereunder; nor shall any single or partial exercise thereof preclude any further exercise thereof or the exercise of any other right, power or privilege. No right or remedy conferred upon or reserved to the Agent, the LC Issuer or any Bank under the Loan Documents is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to every other right or remedy granted thereunder or now or hereafter existing under any applicable law. Every right and remedy granted by the Loan Documents or by applicable law to the Agent, the LC Issuer or any Bank may be exercised from time to time and as often as may be deemed expedient by the Agent, the LC Issuer or any Bank and, unless contrary to the express provisions of the Loan Documents, irrespective of the occurrence or continuance of any Default or Event of Default.

8.4 Reliance on and Survival of Various Provisions. All terms, covenants, agreements, representations and warranties of the Borrowers herein or in any certificate, report, financial statement or other document furnished by or on behalf of the Borrowers in connection with this Agreement shall be deemed to be material and to have been relied upon by the Bank, notwithstanding any investigation heretofore or hereafter made by the Banks or on the Banks' behalf, and those covenants and agreements of the Borrowers set forth in Section 3.6 and 8.5 hereof shall survive the repayment in full of the Loans and the termination of the Commitments.

8.5 Expenses; Indemnification.

(a) The Borrowers agree to pay, or reimburse the Agent and the Banks and any of them, as applicable, for the payment of, on demand, (i) the reasonable fees and expenses of counsel to the Agent, including without limitation the fees and expenses of Dickinson Wright PLLC, in connection with the preparation, execution, delivery and administration of this Agreement, the Security Documents and the Notes and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to its rights and responsibilities with respect thereto, and in connection with any amendments, waivers or consents in connection therewith, (ii) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, any Security Document and the Notes, and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs and expenses of the Agent, the LC Issuer and the Banks (including reasonable fees and expenses of counsel and whether incurred through negotiations, legal proceedings or otherwise) in connection with any Default or Event of Default or the enforcement of, or the exercise or preservation of any rights under, the Loan Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement.

(b) The Borrowers hereby indemnify and agree to hold harmless the Banks, the LC Issuer and the Agent, and their respective officers, directors, employees and agents, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including reasonable attorneys' fees and disbursements incurred in connection with any investigative, administrative or judicial proceeding whether or not such person shall be designated as a party thereto) which the Banks, the LC Issuer or the Agent or any such person may incur or which may be claimed against any of them by reason of or in connection with entering into this Agreement or the transactions contemplated hereby, including without limitation those arising under Environmental Laws; provided, however, that the Borrowers shall not be required to indemnify any such Bank, the LC Issuer or the Agent, or such other person, to the extent, but only to the extent, that such claim, damage, loss, liability, cost or expense is attributable to the gross negligence or willful misconduct of such Bank, the LC Issuer or the Agent, as the case may be.

8.6 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.

8.7 Governing Law. This Agreement is a contract made under, and shall be governed by and construed in accordance with, the law of the State of Michigan applicable to contracts made and to be performed entirely within such State and without giving effect to choice of law principles of such State. Each of the Borrowers and the Banks further agrees that any legal action or proceeding with respect to any Loan Document or the transactions contemplated hereby may be brought in any court of the State of Michigan, or in any court of the United States of America sitting in Michigan, and each of the Borrowers and the Banks hereby submits to and accepts generally and unconditionally the jurisdiction of those courts with respect to their persons and property. Nothing in this paragraph shall affect the right of the Banks and the Agent to bring any such action or proceeding against the Borrowers or their property in the courts of any other jurisdiction. Each of the Borrowers and the Banks hereby irrevocably waive any objection to the laying of venue of any such suit or proceeding in the above described courts.

8.8 Table of Contents and Headings. The table of contents and the headings of the various subdivisions hereof are for the convenience of reference only and shall in no way modify any of the terms or provisions hereof.

8.9 Construction of Certain Provisions. If any provision of this Agreement refers to any action to be taken by any person, or which such person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such person, whether or not expressly specified in such provision.

8.10 Integration and Severability. This Agreement, the Facility LC Applications, the Notes and the Security Documents embody the entire agreement and understanding among the Borrowers and the Banks, and supersede all prior agreements and understandings, relating to the subject matter hereof. In case any one or more of the obligations of the Borrowers under this Agreement, the Facility LC Applications, the Security Documents or the Notes shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the

remaining obligations of the Borrowers shall not in any way be affected or impaired thereby, and such invalidity, illegality or unenforceability in one jurisdiction shall not affect the validity, legality or enforceability of the obligations of the Borrowers under this Agreement, the Facility LC Applications, any Security Document or the Notes in any other jurisdiction.

8.11 Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any such covenant, the fact that it would be permitted by an exception to, or would be otherwise within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default or any event or condition which with notice or lapse of time, or both, could become such a Default or an Event of Default if such action is taken or such condition exists.

8.12 Interest Rate Limitation. Notwithstanding any provision of the Loan Documents, in no event shall the amount of interest paid or agreed to be paid by the Borrower exceed an amount computed at the highest rate of interest permissible under applicable law. If, from any circumstances whatsoever, fulfillment of any provision of the Loan Documents at the time performance of such provision shall be due, shall involve exceeding the interest rate limitation validly prescribed by law which a court of competent jurisdiction may deem applicable hereto, then, ipso facto, the obligations to be fulfilled shall be reduced to an amount computed at the highest rate of interest permissible under applicable law, and if for any reason whatsoever any Bank shall ever receive as interest an amount which would be deemed unlawful under such applicable law such interest shall be automatically applied to the payment of principal of the Borrowings outstanding hereunder (whether or not then due and payable) and not to the payment of interest, or shall be refunded to the Borrowers if such principal and all other obligations of the Borrowers to the Bank have been paid in full.

8.13 Nonliability of Banks. The relationship between the Borrowers on the one hand and the Banks, the LC Issuer and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, the LC Issuer, the Arranger nor any Bank shall have any fiduciary responsibilities to the Borrowers. Neither the Agent, the LC Issuer, the Arranger nor any Bank undertakes any responsibility to the Borrowers to review or inform the Borrowers of any matter in connection with any phase of the Borrowers' business or operations. The Borrowers agree that neither the Agent, the LC Issuer, the Arranger nor any Bank shall have liability to the Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by any Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Agent, the LC Issuer, the Arranger nor any Bank shall have any liability with respect to, and the Borrowers hereby waive, release and agree not to sue for, any special, indirect, consequential or punitive damages suffered by any Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

8.14 Consents to Renewals, Modifications and Other Actions and Events. This Agreement and all of the obligations of the Borrowers hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment,

assignment, transfer, modification of or addition or supplement to the Obligations, this Agreement, any Facility LC Application, any Security Document or the Notes; (b) any extension, indulgence, increase in the Obligations or other action or inaction in respect of this Agreement, the Facility LC Applications, the Security Documents or the Notes or otherwise with respect to the Obligations, or any acceptance of security for, or guaranties of, any of the Obligations, or any surrender, release, exchange, impairment or alteration of any such security of guaranties, including, without limitation, the failing to perfect a security interest in any such security or abstaining from taking advantage or of realizing upon any guaranties or upon any security interest in any such security; (c) any default by the Borrowers under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, this Agreement, the Facility LC Applications, the Security Documents or the Notes; (d) any waiver by the Banks or any other person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by this Agreement, the Facility LC Applications, the Security Documents or the Notes, any guaranties or otherwise with respect to the Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement, the Facility LC Applications, the Security Documents or the Notes; (f) any sale, lease, transfer or other disposition of the assets of the Borrowers or any consolidation or merger of any Borrower with or into any other person, corporation, or entity, or any transfer or the disposition by any Borrower or any other holder of membership interests in any of the Borrowers;
(g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any Borrower; (h) the release or discharge of any Borrower from the performance or observance of any agreement, covenant, term or condition under any of the Obligations or contained in this Agreement, the Facility LC Applications, the Security Documents or the Notes by operation of law, or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and duties of any Borrower hereunder, including without limitation any act or omission by the Agent or any Bank or any other person which increases the scope of such Borrower's risk; and in each case described in this paragraph whether or not such Borrower shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each of the Borrowers.

8.15 Several Obligations; Benefits of this Agreement. The respective obligations of the Banks hereunder are several and not joint and no Bank shall be the partner or agent of any other (except to the extent to which the Agent is authorized to act as such). The failure of any Bank to perform any of its obligations hereunder shall not relieve any other Bank from any of its obligations hereunder. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns, provided, however, that the parties hereto expressly agree that the Arranger shall enjoy the benefits of the provisions of Sections 8.5, 8.13 and 7.10 to the extent specifically set forth therein and shall have the right to enforce such provisions on its own behalf and in its own name to the same extent as if it were a party to this Agreement.

8.16 Waivers, Etc. Each Borrower unconditionally waives: (a) notice of any of the matters referred to in Section 8.14 above; (b) all notices which may be required by statute, rule or law or otherwise to preserve any rights of the Agent and the Banks, including, without limitation, presentment to and demand of payment or performance from the other Borrowers and protest for non-payment or dishonor; (c) any right to the exercise by the Agent or any Bank of

any right, remedy, power or privilege in connection with this Agreement, the Facility LC Applications, the Security Documents or the Notes; (d) any requirement that the Agent or any Bank, in the event of any default by the any Borrower, first make demand upon or seek to enforce remedies against, such Borrower or any other Borrower before demanding payment under or seeking to enforce this Agreement, the Facility LC Applications, the Security Documents or the Notes against any other Borrower; (e) any right to notice of the disposition of any security which the Agent and the Banks may hold from the Borrowers or otherwise and any right to object to the commercial reasonableness of the disposition of any such security; and (f) all errors and omissions in connection with the administration of any of the Obligations or the Loan Documents, or any other act or omission of the Agent or any Bank which changes the scope of the Borrower's risk. The obligations of the Borrowers hereunder shall be complete and binding forthwith upon the execution of this Agreement and subject to no condition whatsoever, precedent or otherwise, and notice of acceptance hereof or action in reliance hereon shall not be required.

8.17 Joint and Several Obligations; Contribution Rights; Savings Clause.

(a) Notwithstanding anything to the contrary set forth herein or in any Note, the obligations of the Borrowers hereunder and under the Facility LC Applications, Security Documents and the Notes are joint and several.

(b) If any Borrower makes a payment in respect of the indebtedness, obligations and liabilities of the Borrowers to the Banks under this Agreement, the Facility LC Applications, the Security Documents and the Notes (collectively, the "Bank Obligations"), it shall have the rights of contribution set forth below against the other Borrowers; provided that such Borrower shall not exercise its right of contribution until all the Bank Obligations have been paid in full. If any Borrower makes a payment in respect of the Bank Obligations that is smaller in proportion to its Payment Share (as hereinafter defined) than such payments made by the other Borrowers are in proportion to the amounts of their respective Payment Shares, the Borrower making such proportionately smaller payment shall, when permitted by the preceding sentence, pay to the other Borrowers an amount such that the net payments made by the Borrowers in respect of the Bank Obligations shall be shared among the Borrowers pro rata in proportion to their respective Payment Shares. If any Borrower receives any payment that is greater in proportion to the amount of its Payment Share than the payments received by the other Borrowers are in proportion to the amounts of their respective Payment Shares, the Borrower receiving such proportionately greater payment shall, when permitted by the second preceding sentence, pay to the other Borrowers an amount such that the payments received by the Borrowers shall be shared among the Borrowers pro rata in proportion to their respective Payment Shares. Notwithstanding anything to the contrary contained in this paragraph or in this Agreement, no liability or obligation of any Borrower that shall accrue pursuant to this paragraph shall be paid nor shall it be deemed owed pursuant to this paragraph until all of the Bank Obligations shall be paid in full.

For purposes hereof, the "Payment Share" of each Borrower shall be the sum of (i) the aggregate proceeds of the Bank Obligations received by such Borrower (and, if received subject to a repayment obligation, remaining unpaid on the Determination Date (as hereinafter defined)), plus (ii) the product of (A) the aggregate Bank Obligations remaining unpaid on the

date such Bank Obligations become due and payable in full, whether by stated maturity, acceleration, or otherwise (the "Determination Date"), reduced by the amount of such Bank Obligations attributed to Borrowers pursuant to clause (i) above, times (B) a fraction, the numerator of which is such Borrower's net worth on the effective date of this Agreement, and the denominator of which is the aggregate net worth of all Borrowers on such date.

(c) It is the intent of each Borrower and the Banks that each Borrower's maximum Bank Obligations shall be in, but not in excess of:

(i) in a case or proceeding commenced by or against such Borrower under the Bankruptcy Code on or within one year from the date on which any of the Bank Obligations are incurred, the maximum amount that would not otherwise cause the Bank Obligations (or any other obligations of such Borrower to the Banks) to be avoidable or unenforceable against such Borrower under (A) Section 548 of the Bankruptcy Code or (B) any state fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or

(ii) in a case or proceeding commenced by or against such Borrower under the Bankruptcy Code subsequent to one year from the date on which any of the Bank Obligations are incurred, the maximum amount that would not otherwise cause the Bank Obligations (or any other obligations of such Borrower to the Banks) to be avoidable or unenforceable against such Borrower under any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or

(iii) in a case or proceeding commenced by or against such Borrower under any law, statute or regulation other than the Bankruptcy Code (including, without limitation, any other bankruptcy, reorganization, arrangement, moratorium, readjustment of debt, dissolution, liquidation or similar debtor relief laws), the maximum amount that would not otherwise cause the Bank Obligations (or any other obligations of such Borrower to the Banks) to be avoidable or unenforceable against such Borrower under such law, statute or regulation including, without limitation, any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding.

8.18 Confidentiality. Each of the Agent and each Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section to (i) any Purchaser of or participant in, or any prospective Purchaser of or Participant in, any of its rights or obligations under this Agreement or (ii) any direct or indirect

contractual counterparty or prospective counterparty's professional advisor) to any credit derivative transaction relating to obligations of any Borrower, (g) with the consent of Asset Acceptance, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to the Agent or any Bank on a nonconfidential basis from a source other than any Borrower, or (i) to the National Association of Insurance Commissioners or any other similar organization. In addition, the Agent and the Banks may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agent and the Banks in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section, "Information" means all information received from any Borrower or Affiliate relating to any such Person or its business, other than any such information that is available to the Agent or any Bank on a nonconfidential basis prior to disclosure by any Borrower or any such Affiliate. Any Person required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

8.19 WAIVER OF JURY TRIAL. EACH OF THE AGENT, THE LC ISSUER, THE BANKS AND THE BORROWERS, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY OF THEM. NONE OF THE AGENT, THE LC ISSUER, THE BANKS OR THE BORROWERS SHALL SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY THE AGENT, ANY BANK OR THE BORROWERS EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM.

[The rest of this page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

ASSET ACCEPTANCE, LLC

By:____________________________________
Nathaniel F. Bradley IV
Its: President

FINANCIAL CREDIT, LLC

By:____________________________________
Nathaniel F. Bradley IV
Its: President

CFC FINANCIAL, LLC

By:____________________________________
Nathaniel F. Bradley IV
Its: President

Commitment Amount: $35,000,000                BANK ONE, NA, individually and
                                              as Agent and LC Issuer

Address for Notices:

Bank One, NA                                  By:_______________________________
10 South Main Street, Suite 104               Print Name:_______________________
Mt. Clemens, Michigan 48043                         Its:________________________
Attention: Timothy E. Rettberg
Facsimile No.: (586) 468-8120
Facsimile Confirmation No. (586) 468-1166

Commitment Amount: $10,000,000                STANDARD FEDERAL BANK, NA

Address for Notices:

                                              By:_______________________________
Standard Federal Bank, NA                     Print Name:_______________________
2600 West Big Beaver Road                           Its:________________________
Troy, Michigan 48084
Attention: Gloria Bertagnolli
Facsimile No.: (248) 637-5003
Facsimile Confirmation No.: (248) 822-5472

Commitment Amount: $10,000,000                NATIONAL CITY BANK OF MICHIGAN/
                                              ILLINOIS

Address for notices:

National City Bank of Michigan/Illinois       By:_______________________________
333 Fort Street, 16th Floor                   Print Name:_______________________
Locator R-J65-4P                                    Its:________________________
Detroit, Michigan 48226-3154
Attention: Frederick P. Fordon
Facsimile No.: (313) 237-8022
Facsimile Confirmation No.: (313) 237-8071

                                       66

Commitment Amount: $15,000,000                FIFTH THIRD BANK,
                                              EASTERN MICHIGAN
Address for notices:

Fifth Third Bank, Eastern Michigan            By:_______________________________
1000 Town Center, Suite 1500                  Print Name:_______________________
MD JTWN5F                                           Its:________________________
Southfield, Michigan 48075
Attention: Andre A. Nazareth
Facsimile No.: (248) 603-0548
Facsimile Confirmation No.: (248) 603-0524

Commitment Amount: $10,000,000                COMERICA BANK

Address for notices:

                                              By:_______________________________
Comerica Bank                                 Print Name:_______________________
500 Woodward Ave., 6th Floor                        Its:________________________
Detroit, Michigan
Attention: Richard S. Arceci
Facsimile No.: (313) 222-7475
Facsimile Confirmation No.: (313) 222-0167

                                       67

                                                                  EXECUTION COPY

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 25, 2003 (this "Amendment"), is by and among ASSET ACCEPTANCE, LLC, a Delaware limited liability company, FINANCIAL CREDIT, LLC, a Delaware limited liability company, CFC FINANCIAL, LLC, a Delaware limited liability company, and CONSUMER CREDIT, LLC, a Delaware limited liability company (collectively, the "Existing Borrowers"), MED-FI ACCEPTANCE, LLC, a Delaware limited liability company (the "New Borrower" and, together with the Existing Borrowers, collectively, the "Borrowers" and, individually, a "Borrower"), BANK ONE, NA, a national banking association with its main office in Chicago, Illinois ("Bank One"), STANDARD FEDERAL BANK, NA, a national banking association, NATIONAL CITY BANK OF MICHIGAN/ILLINOIS, a national banking association, FIFTH THIRD BANK, EASTERN MICHIGAN, a Michigan banking corporation, and COMERICA BANK, a Michigan banking corporation (together with Bank One, collectively, the "Banks" and, individually, a "Bank"), and BANK ONE, NA, as LC Issuer and administrative agent on behalf of the Banks (in such capacity, the "Agent").

INTRODUCTION

A. The Existing Borrowers, the Banks and the Agent have entered into the Credit Agreement, dated as of September 30, 2002 (the "Credit Agreement").

B. The Existing Borrowers have requested that the New Borrower be added to the Credit Agreement as a "Borrower", and the Banks and the Agent are willing to so modify the Credit Agreement on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein and in the Credit Agreement contained, the parties hereto agree as follows:

ARTICLE 1. AMENDMENTS TO CREDIT AGREEMENT

Effective upon the date the conditions precedent set forth in Article 3 of this Amendment are satisfied, which date (the "Amendment Date") shall be determined by the Agent in its sole discretion, the Credit Agreement hereby is amended as follows:

1.1 As used in the Credit Agreement and all other Loan Documents, the term "Borrower" and all pronouns understood in the context to mean such a "Borrower" or any such "Borrower" shall mean and include the New Borrower and the Existing Borrowers, as if the New Borrower originally were a signatory to the Credit Agreement.

1.2 The Section in the Credit Agreement labeled "1.22" properly is relabeled as "7.22."

1.3 Exhibits A, C, D, E and F attached to this Amendment are substituted for Exhibits A, C, D, E and F, respectively, attached to the Credit Agreement.

1.4 Schedule 4.4 attached to this Amendment is substituted for Schedule 4.4 attached to the Credit Agreement.

ARTICLE 2. NEW BORROWER JOINDER

2.1 The New Borrower hereby acknowledges that it has received and reviewed a copy of the Credit Agreement and the other Loan Documents and unconditionally agrees hereby to: (a) join the Credit Agreement and the other Loan Documents as a "Borrower", and hereby does so join the Credit Agreement and the other Loan Documents, (b) be bound by, and hereby ratifies and confirms, all covenants, agreements, consents, submissions, appointments, acknowledgments and other terms and provisions attributable to each "Borrower" under the Credit Agreement and the other Loan Documents, and does hereby agree that it is so bound, and (c) perform all obligations at all times, and from time to time, required of it as a "Borrower" by the Credit Agreement and the other Loan Documents.

ARTICLE 3. CONDITIONS PRECEDENT

As conditions precedent to the effectiveness of this Amendment, the Banks and the Agent shall receive the following documents and the following matters shall be completed, all in form and substance satisfactory to each Bank and the Agent:

3.1 This Amendment duly executed on behalf of the Borrowers, the Banks and the Agent, and the acknowledgment at the end of this Amendment duly executed on behalf of the Guarantor.

3.2 The Borrowers shall execute and deliver to the Banks replacement Revolving Credit Notes (the "Replacement Revolving Credit Notes") substantially in the form of Exhibit C attached to this Amendment, properly completed for each Bank.

3.3 The Borrowers shall execute and deliver to the Agent a second amended and restated security agreement, substantially in the form of Exhibit D attached to this Amendment (the "Replacement Security Agreement"), and the New Borrower shall execute and deliver, or cause to be executed and delivered, to the Agent all certificates, other Security Documents, opinions of counsel and other items required under Section 2.5 of the Credit Agreement, with respect to the New Borrower.

3.4 All other documents, payments and legal matters in connection with the transactions contemplated by this Amendment shall have been executed, delivered and complete, as applicable, and shall be in form and substance satisfactory to Agent and its counsel.

First Amendment to Credit Agreement

ARTICLE 4. REPRESENTATIONS AND WARRANTIES

In order to induce the Banks and the Agent to enter into this Amendment, each Borrower represents and warrants that:

4.1 The execution, delivery and performance by each Borrower of this Amendment, the Replacement Revolving Credit Notes and the Replacement Security Agreement, and the execution, delivery and performance by the New Borrower of the other Security Documents to which it is a party delivered hereunder, are within its corporate powers, have been duly authorized by all necessary corporate action and are not in contravention of any law, rule or regulation, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority, or of the terms of such Borrower's charter or by-laws, or of any contract or undertaking to which such Borrower is a party or by which such Borrower or its property is or may be bound or affected.

4.2 This Amendment is and, when executed and delivered, the Replacement Revolving Credit Notes and the Replacement Security Agreement will be, legal, valid and binding obligations of the Borrowers, enforceable against the Borrowers in accordance with their respective terms. The Security Documents to which the New Borrower is a party delivered hereunder are legal, valid and binding obligations of the New Borrower, enforceable against the New Borrower in accordance with their respective terms.

4.3 No consent, approval or authorization of or declaration, registration or filing with any governmental authority or any nongovernmental person or entity, including without limitation any creditor or stockholder of any Borrower, is required on the part of any Borrower in connection with the execution, delivery and performance of this Amendment, the Replacement Revolving Credit Notes, the Replacement Security Agreement, the other Security Documents to which the New Borrower is a party delivered hereunder or the transactions contemplated hereby or as a condition to the legality, validity or enforceability of this Amendment, the New Revolving Credit Notes or such Security Documents.

4.4 After giving effect to the amendments contained in Article 1 of this Amendment, the representations and warranties contained in Article 4 of the Credit Agreement and the representations and warranties contained in the Security Documents are true on and as of the date hereof with the same force and effect as if made on and as of the date hereof.

ARTICLE 5. MISCELLANEOUS

5.1 If any Borrower shall fail to perform or observe any term, covenant or agreement in this Amendment, or any representation or warranty made by the Borrowers in this Amendment shall prove to have been incorrect in any material respect when made, such occurrence shall be deemed to constitute an Event of Default.

5.2 All references to the Credit Agreement in any Security Document or any other document, instrument or certificate referred to in the Credit Agreement or delivered in

First Amendment to Credit Agreement

connection therewith or pursuant thereto, hereafter shall be deemed references to the Credit Agreement, as amended hereby. All references to the Revolving Credit Notes in the Credit Agreement, any Security Document or any other document, instrument or certificate referred to in the Credit Agreement or delivered in connection therewith or pursuant thereto, hereafter shall be deemed references to the Replacement Revolving Credit Notes. All references to the Security Agreement in the Credit Agreement, any other Security Document or any other document, instrument or certificate referred to in the Credit Agreement or delivered in connection therewith or pursuant thereto, hereafter shall be deemed references to the Replacement Security Agreement.

5.3 The Security Documents, any and all certificates or financing statements executed pursuant to the Credit Agreement or in connection therewith and, subject to the amendments herein provided, the Credit Agreement shall in all respects continue in full force and effect for the benefit of the Agent and the Banks.

5.4 Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.

5.5 This Amendment shall be governed by and construed in accordance with the laws of the State of Michigan.

5.6 The Borrowers jointly and severally agree to pay the reasonable fees and expenses of Dickinson Wright PLLC, counsel for the Agent, in connection with the negotiation and preparation of this Amendment and the documents referred to herein and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to its rights and responsibilities with respect thereto.

5.7 This Amendment may be executed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.

[The rest of this page intentionally left blank.]

First Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first-above written.

ASSET ACCEPTANCE, LLC

By:_______________________________
Nathaniel F. Bradley IV
Its: President

FINANCIAL CREDIT, LLC

By:_______________________________
Nathaniel F. Bradley IV
Its: President

CFC FINANCIAL, LLC

By:_______________________________
Nathaniel F. Bradley IV
Its: President

CONSUMER CREDIT, LLC

By:_______________________________
Nathaniel F. Bradley IV
Its: President

MED-FI ACCEPTANCE, LLC

By:_______________________________
Nathaniel F. Bradley IV
Its: President

First Amendment to Credit Agreement

BANK ONE, NA, individually and as Agent and LC Issuer

By:_______________________________ Print Name:_______________________ Its:________________________

STANDARD FEDERAL BANK, NA

By:_______________________________
Print Name:_______________________
Its:________________________

NATIONAL CITY BANK OF MICHIGAN/
ILLINOIS

By:_______________________________
Print Name:_______________________
Its:________________________

FIFTH THIRD BANK,
EASTERN MICHIGAN

By:_______________________________
Print Name:_______________________
Its:________________________

COMERICA BANK

By:_______________________________
Print Name:_______________________
Its:________________________

First Amendment to Credit Agreement

ACKNOWLEDGMENT OF GUARANTOR

As of the date first set forth above, the undersigned hereby acknowledges that it has reviewed and fully consents to the foregoing First Amendment to Credit Agreement (the "First Amendment"), that each of the Security Documents (as defined in the Credit Agreement amended by the First Amendment; hereinafter the "Credit Agreement"), including without limitation the undersigned's Guaranty Agreement dated as of September 30, 2002 in favor of the Agent for the benefit of the Banks, made by the undersigned in favor of the Agent and the Banks continues in full force and effect to secure and guarantee, as the case may be, among other things, all the indebtedness, obligations and liabilities of the Borrowers, including without limitation the New Borrower, to the Banks and the Agent under the Credit Agreement, as amended by the First Amendment, and the Replacement Revolving Credit Notes, and acknowledges and agrees that it has no defenses, counterclaims or offsets with respect thereto. All references to the Credit Agreement and the Revolving Credit Notes in any Security Document or any other document, instrument or certificate referred to in the Credit Agreement or delivered in connection therewith or pursuant thereto, hereafter shall be deemed references to the Credit Agreement, as amended by the First Amendment, and the Replacement Revolving Credit Notes, respectively. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement or the First Amendment, as the case may be.

ASSET ACCEPTANCE HOLDINGS, LLC

By:_______________________________

Its:___________________________

First Amendment to Credit Agreement

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of August 11, 2003 (this "Amendment"), is by and among ASSET ACCEPTANCE, LLC, a Delaware limited liability company, FINANCIAL CREDIT, LLC, a Delaware limited liability company, CFC FINANCIAL, LLC, a Delaware limited liability company, and CONSUMER CREDIT, LLC, a Delaware limited liability company, and MED-FI ACCEPTANCE, LLC, a Delaware limited liability company (collectively, the "Borrowers" and, individually, a "Borrower"), BANK ONE, NA, a national banking association with its main office in Chicago, Illinois ("Bank One"), STANDARD FEDERAL BANK, NA, a national banking association, NATIONAL CITY BANK OF MICHIGAN/ILLINOIS, a national banking association, FIFTH THIRD BANK, EASTERN MICHIGAN, a Michigan banking corporation, and COMERICA BANK, a Michigan banking corporation (together with Bank One, collectively, the "Banks" and, individually, a "Bank"), and BANK ONE, NA, as LC Issuer and administrative agent on behalf of the Banks (in such capacity, the "Agent").

INTRODUCTION

A. The Borrowers, the Banks and the Agent have entered into the Credit Agreement, dated as of September 30, 2002, as amended by the First Amendment to Credit Agreement, dated as of June 25, 2003 (the "Credit Agreement"), pursuant to which the Banks provide to the Borrowers a revolving credit facility in the aggregate principal amount of $80,000,000.

B. The Borrowers have requested that the amount of the credit facility provided under the Credit Agreement be increased by $20,000,000, and that the termination date of the credit facility be extended one year, and the Banks and the Agent are willing to so modify the Credit Agreement on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein and in the Credit Agreement contained, the parties hereto agree as follows:

ARTICLE 1. AMENDMENTS TO CREDIT AGREEMENT

Effective upon the date the conditions precedent set forth in Article 3 of this Amendment are satisfied, which date (the "Amendment Date") shall be determined by the Agent in its sole discretion, the Credit Agreement hereby is amended as follows:

1.1 The definition of the term "Aggregate Commitment" in
Section 1.1 is amended and restated in full as follows:

"Aggregate Commitment" shall mean the aggregate of the Commitments of all of the Banks, not exceeding $100,000,000, as such amount may be increased or reduced from time to time pursuant to the terms hereof.

1.2 The definition of the term "Commitment" in Section 1.1 is amended and restated in full as follows:

"Commitment" shall mean, with respect to each Bank, the commitment of each such Bank to make Loans to the Borrowers pursuant to Section 2.1 and participate in Facility LCs issued upon the application of Asset Acceptance in an aggregate amount outstanding at any time not exceeding the respective commitment amount for each such Bank set forth next to the name of each such Bank on the signature pages to the Second Amendment, as such amounts may be reduced from time to time pursuant to Section 2.2.

1.3 The following definitions of the terms "Second Amendment" and "Second Amendment Date", respectively, are added to Section 1.1 in alphabetical order:

"Second Amendment" shall mean the Second Amendment to this Agreement, dated as of July 31, 2003.

"Second Amendment Date" shall mean the Amendment Date (as defined in the Second Amendment).

1.4 The definition of the term "Subordinated Debt" in
Section 1.1 is amended and restated in full as follows:

"Subordinated Debt" of any person shall mean, as of any date, that Indebtedness of such person for borrowed money which is satisfactory in form and substance to the Required Banks, is on terms and conditions satisfactory to the Required Banks, and is expressly subordinate and junior in right and priority of payment to the Loans and other Indebtedness of such person to the Banks in manner and by agreement satisfactory in form and substance to the Required Banks.

1.5 The definition of the term "Termination Date" in
Section 1.1 is amended and restated in full as follows:

"Termination Date" shall mean the earlier to occur of
(a) September 28, 2006, and (b) the date on which the Commitments shall be terminated pursuant to Section 2.2 or 6.2.

1.6 Section 4.15, "Reportable Transaction", is added to the Credit Agreement immediately following Section 4.14, as follows:

4.15 Reportable Transaction. The Borrowers do not intend to treat the Loans, Facility LCs and related transactions as being a "reportable transaction" (within the meaning of Treasury Regulation
Section 1.6011-4). In the event the

Second Amendment to Credit Agreement

Borrowers determine to take any action inconsistent with such intention, they will promptly notify the Agent thereof.

1.7 The following sentence is added to the end of Section 8.18:

Notwithstanding anything herein to the contrary, confidential Information shall not include, and the Agent and each Bank (and each employee, representative or other agent of the Agent or any Bank) may disclose to any and all Persons, without limitation of any kind, the "tax treatment" and "tax structure" (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such Bank relating to such tax treatment or tax structure; provided that with respect to any document or similar item that in either case contains information concerning such tax treatment or tax structure of the transactions contemplated hereby as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to such tax treatment or tax structure.

ARTICLE 2.
REALLOCATION OF LOANS AND FACILITY LCS ON AMENDMENT DATE

2.1 Effective on the Amendment Date, subject to Section 2.2 below, each Bank hereby sells, grants, assigns and conveys to each other Bank, without recourse, warranty, or representation of any kind, except as specifically provided herein, an undivided percentage in such Bank's right, title and interest in and to its outstanding Loans and participation interests in Facility LCs in the respective dollar amounts and percentages as necessary so that, from and after such sale, each such Bank's outstanding Loans and participation interests in Facility LCs shall equal such Bank's Pro Rata Share (calculated based upon the amount of its Commitment after giving effect to this Amendment) of the outstanding Loans and LC Obligations. Effective on the Amendment Date, each Bank hereby purchases and accepts each such grant, assignment and conveyance from each of such other Banks. Each Bank so purchasing hereby agrees that its respective purchase price for the portion of the outstanding Loans and participation interests in Facility LCs purchased hereby shall equal the respective dollar amount necessary so that, from and after such payments, each Bank's outstanding Loans and participation interests in Facility LCs shall equal such Bank's Pro Rata Share (calculated based upon the amount of its Commitment after giving effect to this Amendment) of the outstanding Loans and LC Obligations. The amounts payable by each Bank that has a net greater purchasing obligation shall be payable on the Amendment Date by wire transfer of immediately available funds to the Agent. The Agent, in turn, shall wire transfer any such funds received to each Bank that has a net greater selling obligation, in same day funds, for the sole account of each such Bank. Each Bank hereby represents and warrants to each other Bank that it owns the Loans and participation interests in Facility LCs being sold and assigned hereby for its own account and has not sold, transferred or encumbered any or all of its interest in such Loans and participation interests in Facility LCs. Each Bank hereby acknowledges and agrees that, except for each other Bank's representations and warranties contained in the foregoing sentence, it has entered into this

Second Amendment to Credit Agreement

Amendment with respect to such increase on the basis of its own independent investigation and has not relied upon, and will not rely upon, any explicit or implicit written or oral representation, warranty or other statement of the Banks or the Agent concerning the authorization, execution, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Amendment, the Credit Agreement or any related agreements or other documents.

2.2 Notwithstanding anything in Section 2.1 above or in the Credit Agreement to the contrary, in order to avoid the prepayment of Eurodollar Loans that are outstanding as of the Amendment Date (the "Existing Eurodollar Loans"), (a) the Banks shall continue to share in the Existing Eurodollar Loans until the end of their current Interest Periods in accordance with the Banks' respective Pro Rata Shares calculated based upon the amount of their respective Commitments before giving effect to this Amendment, (b) the outstanding Loans as of the Amendment Date that are acquired by any Bank pursuant to the participations under Section 2.1 above shall be limited to Floating Rate Loans, (c) on and after the Amendment Date, all new Eurodollar Borrowings, including any continuations or conversions thereof, shall be shared by the Banks in accordance with their respective Pro Rata Shares calculated based upon the amount of their respective Commitments after giving effect to this Amendment, and their respective shares of the then outstanding Floating Rate Loans shall be deemed adjusted through the purchasing and selling of participations therein (in accordance with the procedures set forth in Section 2.1 above) such that each Bank's overall share of all the Loans shall be in an amount in accordance with their respective Pro Rata Shares calculated based upon the amount of their respective Commitments after giving effect to this Amendment, and (d) the Borrowers shall not at any time be allowed to request any Borrowing or Facility LC that would cause any Bank's Outstanding Credit Exposure to exceed any such Bank's Commitment after giving effect to this Amendment.

ARTICLE 3. CONDITIONS PRECEDENT

As conditions precedent to the effectiveness of this Amendment, the Banks and the Agent shall receive the following documents and the following matters shall be completed, all in form and substance satisfactory to each Bank and the Agent:

3.1 This Amendment duly executed on behalf of the Borrowers, the Banks and the Agent, and the acknowledgment at the end of this Amendment duly executed on behalf of the Guarantor.

3.2 The Borrowers shall execute and deliver to the Banks replacement Revolving Credit Notes (the "Replacement Revolving Credit Notes") substantially in the form of Exhibit C attached to the Credit Agreement, properly completed for each Bank in the amount, for each such Bank respectively, of its Commitment set forth on the signature pages of this Amendment.

3.3 The Borrowers shall have paid to the Agent (a) for the account of the Banks the following fees: (i) for each Bank, a fee in the amount equal to one-tenth of one percent (1/10 of 1%) of the amount of such Bank's Commitment before giving effect to this Amendment, and (ii) for each Bank, an additional fee in the amount of one-fifth of one percent (1/5 of 1%) of the

Second Amendment to Credit Agreement

difference between the amount of such Bank's Commitment before giving effect to this Amendment and the amount of such Bank's Commitment after giving effect to this Amendment, and (b) for the account of the Agent and Banc One Capital Markets, Inc., such other fees, in such amounts and at such times, to which the Borrowers and the Agent otherwise shall have agreed.

3.4 All other documents, payments and legal matters in connection with the transactions contemplated by this Amendment shall have been executed, delivered and complete, as applicable, and shall be in form and substance satisfactory to Agent and its counsel.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES

In order to induce the Banks and the Agent to enter into this Amendment, each Borrower represents and warrants that:

4.1 The execution, delivery and performance by each Borrower of this Amendment and the Replacement Revolving Credit Notes are within its corporate powers, have been duly authorized by all necessary corporate action and are not in contravention of any law, rule or regulation, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority, or of the terms of such Borrower's charter or by-laws, or of any contract or undertaking to which such Borrower is a party or by which such Borrower or its property is or may be bound or affected.

4.2 This Amendment is and, when executed and delivered, the Replacement Revolving Credit Notes will be, legal, valid and binding obligations of the Borrowers, enforceable against the Borrowers in accordance with their respective terms.

4.3 No consent, approval or authorization of or declaration, registration or filing with any governmental authority or any nongovernmental person or entity, including without limitation any creditor or stockholder of any Borrower, is required on the part of any Borrower in connection with the execution, delivery and performance of this Amendment, the Replacement Revolving Credit Notes or the transactions contemplated hereby or as a condition to the legality, validity or enforceability of this Amendment or the Replacement Revolving Credit Notes.

4.4 After giving effect to the amendments contained in Article 1 of this Amendment, the representations and warranties contained in Article 4 of the Credit Agreement and the representations and warranties contained in the Security Documents are true on and as of the date hereof with the same force and effect as if made on and as of the date hereof.

ARTICLE 5. MISCELLANEOUS

5.1 If any Borrower shall fail to perform or observe any term, covenant or agreement in this Amendment, or any representation or warranty made by the Borrowers in this

Second Amendment to Credit Agreement

Amendment shall prove to have been incorrect in any material respect when made, such occurrence shall be deemed to constitute an Event of Default.

5.2 All references to the Credit Agreement in any Security Document or any other document, instrument or certificate referred to in the Credit Agreement or delivered in connection therewith or pursuant thereto, hereafter shall be deemed references to the Credit Agreement, as amended hereby. All references to the Revolving Credit Notes in the Credit Agreement, any Security Document or any other document, instrument or certificate referred to in the Credit Agreement or delivered in connection therewith or pursuant thereto, hereafter shall be deemed references to the Replacement Revolving Credit Notes.

5.3 The Security Documents, any and all certificates or financing statements executed pursuant to the Credit Agreement or in connection therewith and, subject to the amendments herein provided, the Credit Agreement shall in all respects continue in full force and effect for the benefit of the Agent and the Banks.

5.4 Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.

5.5 This Amendment shall be governed by and construed in accordance with the laws of the State of Michigan.

5.6 The Borrowers jointly and severally agree to pay the reasonable fees and expenses of Dickinson Wright PLLC, counsel for the Agent, in connection with the negotiation and preparation of this Amendment and the documents referred to herein and the consummation of the transactions contemplated hereby, and in connection with advising the Agent as to its rights and responsibilities with respect thereto.

5.7 This Amendment may be executed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.

[The rest of this page intentionally left blank.]

Second Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first-above written.

ASSET ACCEPTANCE, LLC

By:_______________________________
Nathaniel F. Bradley IV
Its: President

FINANCIAL CREDIT, LLC

By:_______________________________
Nathaniel F. Bradley IV
Its: President

CFC FINANCIAL, LLC

By:_______________________________
Nathaniel F. Bradley IV
Its: President

CONSUMER CREDIT, LLC

By:_______________________________
Nathaniel F. Bradley IV
Its: President

MED-FI ACCEPTANCE, LLC

By:_______________________________
Nathaniel F. Bradley IV
Its: President

Commitment Amount: $40,000,000                BANK ONE, NA, individually and
                                              as Agent and LC Issuer

                                              By:_______________________________
                                              Print Name:_______________________
                                                    Its:________________________

Commitment Amount: $15,000,000                COMERICA BANK

                                              By:_______________________________
                                              Print Name:_______________________
                                                    Its:________________________

Commitment Amount: $15,000,000                FIFTH THIRD BANK,
                                              EASTERN MICHIGAN

                                              By:_______________________________
                                              Print Name:_______________________
                                                    Its:________________________

Commitment Amount: $15,000,000                NATIONAL CITY BANK OF MICHIGAN/
                                              ILLINOIS

                                              By:_______________________________
                                              Print Name:_______________________
                                                    Its:________________________

Commitment Amount: $15,000,000                STANDARD FEDERAL BANK, NA

                                              By:_______________________________
                                              Print Name:_______________________
                                                    Its:________________________

                                            Second Amendment to Credit Agreement

ACKNOWLEDGMENT OF GUARANTOR

As of the date first set forth above, the undersigned hereby acknowledges that it has reviewed and fully consents to the foregoing Second Amendment to Credit Agreement (the "Second Amendment"), that each of the Security Documents (as defined in the Credit Agreement amended by the Second Amendment; hereinafter the "Credit Agreement"), including without limitation the undersigned's Guaranty Agreement dated as of September 30, 2002 in favor of the Agent for the benefit of the Banks, made by the undersigned in favor of the Agent and the Banks continues in full force and effect to secure and guarantee, as the case may be, among other things, all the indebtedness, obligations and liabilities of the Borrowers to the Banks and the Agent under the Credit Agreement, as amended by the Second Amendment, and the Replacement Revolving Credit Notes, and acknowledges and agrees that it has no defenses, counterclaims or offsets with respect thereto. All references to the Credit Agreement and the Revolving Credit Notes in any Security Document or any other document, instrument or certificate referred to in the Credit Agreement or delivered in connection therewith or pursuant thereto, hereafter shall be deemed references to the Credit Agreement, as amended by the Second Amendment, and the Replacement Revolving Credit Notes, respectively. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement or the Second Amendment, as the case may be.

ASSET ACCEPTANCE HOLDINGS, LLC

By:_______________________________

Its:___________________________

Second Amendment to Credit Agreement

EXHIBIT 10.2

CC OPTION AGREEMENT

This CC OPTION AGREEMENT is made as of the 30th day of September, 2002, between ASSET ACCEPTANCE HOLDINGS LLC, a Delaware limited liability company ("Holdings"), and RUFUS H. REITZEL, JR. ("Reitzel").

RECITALS

Pursuant to that certain Asset Contribution and Securities Purchase Agreement dated as of September 30, 2002 (the "Contribution Agreement"), at the closing thereunder (the "Closing"), the membership interests in certain limited liability companies, including Consumer Credit LLC, a Delaware limited liability company ("CC LLC"), which holds the assets and liabilities relating to the business of making and servicing consumer loans and mortgages, issuing credit cards and financing sales of consumer products (the "CCC Business") were contributed to Holdings. Reitzel is a shareholder of Consumer Credit Corp., a Michigan corporation, which prior to the contribution to Holdings held all of the membership interests in CC LLC. Following the Closing, Reitzel was employed as the Chief Executive Officer of Holdings.

Holdings and Reitzel desire to set forth herein the terms and conditions under which Reitzel or such entity that is controlled by him and in which he owns more than a majority of the equity interests shall have a limited option to purchase the CCC Business in the event of termination of his employment with Holdings.

NOW, THEREFORE, in consideration of the foregoing and the agreements herein contained, the parties hereto agree as follows:

1. Option. Subject to the terms and conditions set forth herein, for a period of ninety (90) days following the effective date of termination (the "Termination Date") of his employment with Holdings and its subsidiaries for any reason or by Reitzel for Substantial Breach (as defined in the employment agreement, if any, between Reitzel and Holdings, or in the absence of an employment agreement, in Holdings' operating agreement), Reitzel shall have the option on the terms and conditions set forth in this Agreement to purchase the CCC Business (the "Option").

2. Exercise. Reitzel's entitlement to exercise the Option shall be subject to obtaining the consent of the lenders under the Company's senior credit facility. In order to exercise the Option, Reitzel must give written notice to Holdings no later than 5:00 p.m. Detroit time on the 90th day following the Termination Date (the "Exercise Period") of his exercise of the option and setting the date for closing of the purchase which shall be no later than the earlier of (i) 150 days after the date notice of exercise is given and
(ii) 90 days after the Termination Date (the "Expiration Date"). If Holdings does not receive notice of exercise during the Exercise Period or the purchase does not close, other than by reason of action or inaction on the part of Holdings, on or before the Expiration Date, the Option shall expire and be of no further force or effect; provided that if notice of exercise is timely given, the period during which the purchase must close will be extended up to thirty
(30) days if the parties are proceeding in good faith toward closing.

3. Form. The purchase of the CCC Business shall be effected by either sale of all the membership interests in CC LLC or assignment of the assets comprising the CCC Business to Reitzel or such entity that is controlled by him and in which he owns more than a majority of the equity interests. The documents and instruments to effect the transaction shall contain such representations, warranties, covenants and indemnities as shall be negotiated by the parties giving effect to the relative relationships of Holdings and Reitzel with respect to the operations of the CCC Business at such time.

4. Purchase Price. The purchase price shall be the greater of (i) the Gross Collections of the CCC Business during the twelve months ended on the last day of the calendar month concurring with or immediately preceding the Termination Date and (ii) two times the Tangible Book Value of the CCC Business as of the last day of the calendar month concurring with or immediately preceding the Termination Date. Gross Collections means total net payments received on Consumer Credit Accounts (as that term is defined in the Contribution Agreement) collected by CCC. Tangible Book Value means all of the assets (other than goodwill resulting from the transactions consumated at the Closing under the Contribution Agreement) minus all liabilities of the CCC Business.

5. Payment. At the closing of the purchase, Reitzel shall pay the purchase price by wire transfer of immediately available funds.

6. Termination. This Agreement shall terminate upon foreclosure on the business or assets of CCC by the banks under the Senior Credit Facility as that term is defined in the Amended and Restated Limited Liability Company Agreement of Asset Acceptance Holdings LLC dated as of September 30, 2002.

7. Entire Agreement. This Agreement contains the entire agreement among the parties with respect to the subject matter hereof and there are no agreements, understandings, representations or warranties between the parties other than those set forth or referred to herein.

8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party hereto will assign its rights or delegate its obligations under this Agreement without the express prior written consent of each other party hereto.

9. Notice. All notices required to be given hereunder shall be in writing and shall be deemed to have been given if (i) delivered personally or by nationally recognized overnight delivery service, (ii) transmitted by facsimile or (iii) mailed by registered or certified mail (return receipt requested and postage prepaid) to the following listed persons at the addresses and facsimile numbers specified below, or to such other persons, addresses or facsimile numbers as a party entitled to notice shall give, in the manner hereinabove described, to the others entitled to notice:

(a) If to Holdings, to:

Asset Acceptance Holdings LLC c/o Quad-C Management, Inc. 230 East High Street Charlottesville, Virginia 22902 Attention: Anthony R. Ignaczak Facsimile No.: 434-979-1145

with a copy to:

McGuireWoods LLP One James Center Richmond, Virginia 23219 Attention: Leslie A. Grandis Facsimile No.: 804-775-1061

(b) If to Reitzel, to:

Rufus H. Reitzel, Jr.

83 Shadow Lane
Lakeland, Florida 33813
Attention: Rufus H. Reitzel, Jr.
Facsimile No.: 863-648-0166

with a copy to:

Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
Attention: J. Michael Bernard, Esq.
Facsimile No.: 313-568-6832

Notice pursuant hereto shall be deemed given (i) if delivered personally, when so delivered, (ii) if given by nationally recognized overnight delivery, one business day after delivery to the delivery service for next business day delivery, (iii) if given by facsimile, when transmitted to the facsimile number set forth above, when so transmitted if transmitted during normal business hours at the location to which it is transmitted or upon the opening of business on the next Business Day if transmitted other than during normal business hours at the location to which it is transmitted and (iv) if given by mail, on the third business day following the day on which it was posted.

9. Amendment. This Agreement may be amended, modified or supplemented at any time by the parties hereto. This Agreement may be amended only by an instrument in writing signed by each of the parties hereto.

10. Extension; Waiver. At any time either party to this Agreement may extend the time for the performance of any of the obligations of the other party hereto or waive compliance by the other party hereto with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid if set forth in a written instrument signed by the party giving the extension or waiver. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

11. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, and delivered by means of facsimile transmission or otherwise, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same agreement.

12. Governing Law. This Agreement shall be governed in all respects by the laws of the State of Michigan without regard to any laws or regulations relating to choice of laws (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Michigan.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed.

ASSET ACCEPTANCE HOLDINGS LLC

By: _______________________________
Name: Nathaniel F. Bradley IV
Title: President

EXHIBIT 10.4

1. PURPOSE. The purpose of this Asset Acceptance Holdings LLC Year 2002 Share Appreciation Rights Plan (the "Plan") is to further the long-term stability and financial success of Asset Acceptance Holdings LLC (the "Company") by attracting and retaining key Employees through the awarding of Share Appreciation Rights (as those terms are defined herein). It is believed that participation in the Plan will stimulate the efforts of those Employees upon whose judgment and interest the Company and its Subsidiaries are and will be largely dependent for the successful conduct of their businesses. It also is believed that Share Appreciation Rights awards granted to such Employees under the Plan will strengthen their desire to remain with the Company and its Subsidiaries and will further the alignment of those Employees' interests with those of the Company's Shareholders.

2. DEFINITIONS. As used in the Plan, the following terms have the meanings indicated:

(a) "Applicable Withholding Taxes" means the aggregate amount of federal, state and local income and payroll taxes that the Company is required to withhold in making payment with respect to any Share Appreciation Rights.

(b) "Award" means an award of Share Appreciation Rights under the Plan.

(c) "Award Date" as to any Share Appreciation Right means the date on which the Company awards such Share Appreciation Right to an Employee pursuant to Section 3(a) hereof.

(d) "Board" means the Board of Directors of the Company.

(e) "Class B Share" means a Class B Share of membership interests of the Company and includes any securities into which Class B Shares are converted in a merger, Corporate Reorganization (as defined in the Company LLC Agreement) or similar transaction, or for which Class B Shares are exchanged in a share exchange or similar transaction.

(f) "Code" means the Internal Revenue Code of 1986, as amended.

(g) "Company" means Asset Acceptance Holdings LLC, a Delaware limited liability company, and includes the surviving entity after a Corporate Reorganization.

(h) "Company LLC Agreement" means the Amended and Restated Limited Liability Company Agreement among the Company and its members dated as of September 30, 2002, as amended.

(i) "Control Transfer" means one or a series of related transactions as a result of which (i) any Third Party or group of Third Parties, acting in concert ("Acquiring Persons"), acquires, directly or indirectly, a majority of the Company's voting securities, (ii) the Company consolidates with or merges into or with, or effects any plan of share exchange with, any Person; and after giving effect to such consolidation or merger or plan of share exchange, any Acquiring Person owns, directly or indirectly, a majority of the voting securities of the Person surviving such consolidation or merger or share exchange; or (iii) in one transaction or a series of related transactions, all or substantially all of the assets of the Company are sold, leased, exchanged or otherwise transferred to any Acquiring Persons, and after giving effect to such transaction, a majority of the voting securities of the Acquiring Persons are owned directly or indirectly by one or more Third Parties.

(j) "Corporate Reorganization" means a change in the legal status of the Company from a limited liability company into a business corporation organized under the laws of one of the states or territories of the United States, in such form and manner (including, without limitation, by merger, reorganization, liquidation, transfer of shares or assets of the Company or any Subsidiary of the Company, or by any other means permissible under applicable law) and with such classes of stock having such rights, preferences and other terms as may be approved by the Board.

(k) "Disability" or "Disabled" means the inability of the Employee to perform his essential duties without reasonable accommodation for a period of six months as determined in the good faith judgment of the Board of Directors.

(l) "Employee" means an employee of the Company or any Subsidiary.

(m) "Fair Market Value" of a Class B Share means as of any specified date (i) if the Class B Shares are not traded on any exchange, automated quotation system or over-the-counter market, the value determined by the Board using any reasonable method in good faith; (ii) if the Shares are traded on an exchange or automated quotation system, the average of the highest and lowest reported sales prices at which the Shares were traded on the ten (10) trading days immediately preceding such specified date on the exchange on which they generally have the greatest trading volume; or (iii) if the Class B Shares are traded on the over-the-counter market, the average between the closing high bid and low asked prices on the business day immediately preceding such specified date.

(n) "Initial Public Offering" means the first Public Offering of equity securities of the Company or its successor after a Corporate Reorganization.

(o)"Investors" means AAC Investors, Inc., a Virginia corporation.

(p) "Liquidity Event" means a Control Transfer, Initial Public Offering or Partial Sale.

(q) "Partial Sale" means a transaction which does not constitute a Control Transfer and as a result of which (i) any Acquiring Persons acquires, directly or indirectly, at least twenty percent but less than a majority of the Company's voting securities, (ii) the Company consolidates with or merges into or with, or effects any plan of share exchange with, any Person; and after giving effect to such consolidation or merger or plan of share exchange, any Acquiring Person owns, directly or indirectly, at least twenty percent but less than a majority of the voting securities of the Person surviving such consolidation or merger or share exchange, or (iii) at least twenty percent but less than substantially all of the assets of the Company are sold, leased, exchanged or otherwise transferred to any Acquiring Persons, and after giving effect to such transaction, at least twenty percent but less than a majority of the voting securities of the Acquiring Persons are owned directly or indirectly by one or more Third Parties.

(r) "Participant" means any Employee who receives a Share Appreciation Rights Award under the Plan.

(s) "Person" means an individual, partnership, joint venture, association, corporation, trust, estate, limited liability company, limited liability partnership, or any other business organization or legal entity.

(t) "Public Offering" means a public offering pursuant to an effective registration statement (other than a registration statement on Form S-4 or S-8 or any successor form) under the Securities Act of equity interests of the Company or any Subsidiary, or its successor entity after a Corporate Reorganization, that is effected through a firm commitment underwriting or an offering pursuant to Rule 144 effected through a broker or dealer.

(u) "Share Appreciation Right" means a right to receive payment from the Company on the terms and conditions set forth herein.

(v) "Shareholder" has the meaning given such term in the Company LLC Agreement.

(w) "Subsidiary" means any entity, whether now existing or hereafter created or acquired, of which more than 50% of the securities entitled to vote generally in an election of directors or managers are owned directly or indirectly by the Company.

(x) "Third Party" means at any time a Person who was not (i) a Shareholder on September 30, 2002, (ii) a Permitted Transferee (as defined in the Company LLC Agreement) of a Shareholder who was, or whose predecessor-in-interest was, a Shareholder on September 30, 2002, (iii) an Affiliate (as defined in the Company

LLC Agreement) of the Company or of any Person who was a Shareholder on September 30, 2002, or (iv) an Employee on the date such Person became a Shareholder.

3. SHARE APPRECIATION RIGHTS.

(a) Subject to Section 9 of the Plan, there shall be reserved for awarding under the Plan, 2,000,000 Share Appreciation Rights. Share Appreciation Rights awarded under the Plan that expire or are forfeited or canceled or otherwise terminate may again be awarded under the Plan. The Board is expressly authorized to make an Award to a Participant conditioned upon the cancellation of an existing Award.

(b) As of any specified date, each Share Appreciation Right shall have a value equal to the Fair Market Value of one Class B Share as of such specified date, reduced, but not below zero, by the Fair Market Value of one Class B Share as of the Award Date ("SAR Value").

(c) The award of any Share Appreciation Rights under the Plan shall not entitle a Participant to become a member of the Company or to any voting right or other right of a member of the Company, to receive any security of or equity interest in the Company, to have any interest in the capital or profits of the Company, or to any dividend or other distribution or payment right, except as provided in Section 6 hereof.

4. ELIGIBILITY.

(a) All present and future Employees whom the Board determines to be key Employees shall be eligible to receive Awards under the Plan. The Board shall have the power and complete discretion, as provided in Section 11, to select eligible Employees to receive Awards and to determine for each Employee the terms and conditions and the number of Share Appreciation Rights to be allocated to each Employee as part of each Award.

(b) The grant of an Award shall not obligate the Company or any Subsidiary of the Company to pay an Employee any particular amount of remuneration (except as provided in Section 6(a) hereof), to continue the employment of the Employee after the grant or to make further grants to the Employee at any time thereafter.

5. AWARDS.

(a) Whenever the Board deems it appropriate to grant an Award, notice shall be given to the Participant stating the number of Share Appreciation Rights for which an Award is granted and the conditions to which the grant of the Award are subject. The notice, when duly accepted in writing by the Participant, shall become a Share Appreciation Rights agreement between the Company and the Participant.

(b) A Participant's Share Appreciation Rights may vest in whole or in part at such times as may be specified by the Board in the Participant's Share Appreciation Rights agreement.

(c) The Board may, in its discretion, grant Share Appreciation Rights that by their terms become fully or partially vested upon a Liquidity Event of the Company, notwithstanding other conditions for vesting in the Share Appreciation Rights agreement.

6. PAYMENT. After the Share Appreciation Rights vest, the Company shall pay to the Participant an amount equal to the SAR Value of his vested Share Appreciation Rights at such time and in such manner as is set forth in the Award, as reflected in the Share Appreciation Rights agreement with respect to such Award.

7. NONTRANSFERABILITY OF SHARE APPRECIATION RIGHTS. Share Appreciation Rights by their terms shall not be transferable, except that upon the death of a Participant, his heirs, devisees, personal representatives, or trustee or beneficiaries of a revocable trust of which the Participant is the grantor shall succeed to such Participant's rights subject to the terms of the Plan and the Participant's Share Appreciation Rights agreement.

8. EFFECTIVE DATE OF THE PLAN. The effective date of the Plan is September 30, 2002.

9. TERMINATION AND MODIFICATION. If not sooner terminated by the Board, this Plan shall terminate at the close of business on September 30, 2012. No Awards shall be granted under the Plan after its termination. The Board may terminate the Plan or may amend the Plan in such respects as it shall deem advisable. A termination or amendment of the Plan shall not, without the consent of the Participant, adversely affect a Participant's rights under an Award previously granted to him.

10. CHANGE IN CAPITAL STRUCTURE. In the event of a Corporate Reorganization, share dividend, share split or combination of shares, recapitalization or merger or other change in the Company's shares (including, but not limited to, the creation or issuance to shareholders generally of rights, options or warrants for the purchase of shares of the Company), the number and kind of Share Appreciation Rights to be subject to the Plan and to Awards then outstanding or to be granted thereunder and the maximum number of Share Appreciation Rights which may be awarded under the Plan shall be appropriately adjusted by the Board, whose good faith determination shall be binding on all persons. If the adjustment would produce fractional Share Appreciation Rights, the Board may adjust appropriately the number of Share Appreciation Rights covered by the Award so as to eliminate the fractional shares.

11. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Board:

(a) Subject to the provisions of a Participant's Share Appreciation Rights agreement and the Plan, the Board shall have the power and complete discretion to determine (i) which eligible Employees shall receive Awards, (ii) the number of Share Appreciation Rights to be covered by each Award, (iii) the Fair Market Value of Share Appreciation Rights, (iv) the time or times when an Award shall be granted and how it will become payable, (v) the conditions under which Share Appreciation Rights shall be forfeited or become no longer subject to forfeiture, (vi) when payment shall be made with regard to vested Share Appreciation Rights, (vii) whether a Disability exists, (viii) the form of payment with respect to Share Appreciation Rights for which the Liquidity Event arises from other than a Control Transfer of the Company in connection with which the holders of Class B Shares receive only cash, (ix) the Company's right to purchase vested Share Appreciation Rights from a Participant, (x) conditions relating to the length of time before disposition of Class B Shares, if any, received in exchange for Share Appreciation Rights is permitted, (xi) notice provisions relating to the sale of Class B Shares, if any, acquired under the Plan, and (xii) any additional requirements relating to Awards that the Board deems appropriate. The Board shall have the power to amend the terms of any previously granted Award so long as the terms as amended are consistent with the terms of the Plan and provided that the consent of the Participant is obtained with respect to any amendment that would adversely affect the Participant's rights under an Award granted to him.

(b) The Board may adopt rules and regulations for carrying out the Plan. The interpretation and construction of any provision of the Plan by the Board shall be final and conclusive. The Board may consult with counsel, who may be counsel to the Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel.

12. NOTICE. All notices and other communications required or permitted to be given under this Plan shall be in writing and shall be deemed to have been duly given if delivered personally or mailed first class, postage prepaid, as follows (i) if to the Company - at its principal business address to the attention of the Chief Executive Officer; (ii) if to any participant - at the last address of the Participant known to the sender at the time that the notice or other communication is sent.

13. INTERPRETATION. The terms of this Plan shall be governed by the laws of the State of Michigan without regard to choice of law provisions thereunder. Capitalized terms not defined herein shall have the meaning given those terms in the Company LLC Agreement.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed as of the date stated on page one hereof.

ASSET ACCEPTANCE HOLDINGS LLC
a Delaware limited liability company,

By:________________________________
Nathaniel F. Bradley IV
President

Dated: September 30, 2002

EXHIBIT 10.5

[AS MODIFIED]

October __, 2003

PERSONAL AND CONFIDENTIAL

RE: SHARE APPRECIATION RIGHTS AGREEMENT

Dear ___________:

Asset Acceptance Holdings LLC (the "Company") has chosen you to receive an Award of Share Appreciation Rights pursuant to the Asset Acceptance Holdings LLC Year 2002 Share Appreciation Rights Plan dated as of September 30, 2002 (the "Plan"). The Award is subject to the terms of this letter agreement and the Plan. A copy of the Plan is attached hereto as Exhibit A and incorporated herein by reference. Capitalized terms used and not otherwise defined herein are defined in Exhibit B attached hereto or in the Plan. This Award is effective as of the date set forth above (the "Award Date").

A. AWARD. Subject to the terms contained in the Plan and herein, the Company hereby awards you __ share appreciation rights ("your Share Appreciation Rights"). The purpose of this Award is to provide you, as a valuable Employee, with a substantial incentive in the form of an indirect equity participation in the Company. When vested, your Share Appreciation Rights will entitle you to receive from the Company an amount equal to the appreciation in the value of __Class B Shares in the Company realized as of the date of payment of your Share Appreciation Rights. For purposes of calculating such Share Appreciation Rights, the value of each Class B Share on the Award Date is One Dollar ($1.00). Your Share Appreciation Rights will vest and qualify for payment on the terms set forth in Section B.

B. TERMS OF AWARD.

(1) GENERAL. Your Share Appreciation Rights will vest when the provisions described in paragraph (2) are met; provided, that except as provided in subparagraph (2)(f) below, you must continue to be an Employee at all times through the appropriate vesting date in order for the Share Appreciation Rights to become vested; and provided further, you must continue to be an Employee at all times through the date of payment for you to receive payment thereon.

(2) VESTING. Your Share Appreciation Rights will become vested, without duplication, as to the number of Share Appreciation Rights indicated below if and when the following conditions are satisfied:

(a) Liquidity Event -- Control Transfer; Initial Public Offering. In the event that on or before September 30, 2012, as a result of (i) a sale of membership interests in the Company and/or shares of capital stock in the shareholders (including AAC Investors, Inc. ("Investors")) of the Company, or a sale of substantially all of the assets of the Company, in a transaction constituting a Control Transfer (valuing all of the shares of capital stock in Investors or the Class A-1 Shares and Class A Shares held by Investors immediately before the Control Transfer at the value established for each such class of securities that are transferred in the Control Transfer or at the value otherwise established as a result of the consummation of the Control Transfer) or (ii) an Initial Public Offering (valuing the shares of common stock into which the Class A-1 Shares and Class A Shares are converted that are held by Investors immediately before the Initial Public Offering at the per share price to public in the Initial Public Offering) (each of clause (i) and (ii) shall also be referred to as a "Liquidity Event"), the pretax internal rate of return ("IRR") realized by Investors over the term of its investment in the Company through the date of closing of the Liquidity Event, and after giving effect to the liabilities that would be caused by the payment of all Share Appreciation Rights vested under the Plan, is:

(i) at least 30%, but less than 40%, then _________ Share Appreciation Rights plus such number of Share Appreciation Rights determined by multiplying ___________ by a fraction, the numerator of which is the amount by which the IRR exceeds 30% and the denominator of which is 10% shall vest;

(ii) at least 40%, but less than 50%, then _________ Share Appreciation Rights plus such number of Share Appreciation Rights determined by multiplying ___________ by a fraction, the numerator of which is the amount by which the IRR exceeds 40% and the denominator of which is 10% shall vest;

(iii) 50% or more, then _________ Share Appreciation Rights shall vest.

(b) Partial Sale. In the event that on or before September 30, 2012, as a result of a Partial Sale, the IRR realized by Investors over the term of the investment through the closing date of the Partial Sale (valuing all of the shares of capital stock in Investors or the Class A-1 Shares and Class A Shares held by Investors immediately before the Partial Sale at the value established for each such class of securities that are transferred in the Partial Sale or at the value otherwise established as a result of the consummation of the Partial Sale) is at least 30%, then the Share Appreciation Rights, to the extent not theretofore vested or expired, shall as of the closing date of such Partial Sale, vest as to

the number of Share Appreciation Rights calculated as set forth in paragraph (a) of this Section B(2) multiplied by the percentage of the shares of capital stock in Investors or of the Class A-1 Shares and Class A Shares held by Investors transferred in such Partial Sale.

(c) Control Transfer after Partial Sale. In the event of a vesting of less than all of the Share Appreciation Rights pursuant to paragraph (b) of this Section B(2) followed by a subsequent Control Transfer or IPO before September 30, 2012, the IRR realized by Investors over the term of its investment in the Company through the date of closing of such Control Transfer taking into account, for purposes of this paragraph (c) only the cash, if any, received by Investors in the Partial Sale and valuing all of the shares of capital stock in Investors or the Class A-1 Shares and Class A Shares held by Investors immediately before the Control Transfer at the value established for each such class of securities that are transferred in the Control Transfer or at the value otherwise established as a result of the consummation of the Control Transfer would have resulted in a greater number of Share Appreciation Rights vesting under clauses (i) through (iii) of paragraph (a) of this Section B(2) than vested pursuant to paragraph (b) of this Section B(2), then additional Share Appreciation Rights shall vest in an amount equal to the difference between (1) the number of Share Appreciation Rights that would have vested as a result of the IRR realized by the combination of the Partial Sale and the Control Transfer and (2) the number of Share Appreciation Rights theretofore vested pursuant to paragraph (b) of this Section B(2).

(d) Timing of Rights. In the event of a transaction or series of transactions resulting in the sale, directly or indirectly, of all of the equity interests in or assets of the Company that does not result in the vesting of all of the Share Appreciation Rights covered hereby pursuant to paragraph (a), (b) or (c) of this Section B(2), the unvested portion of the Share Appreciation Rights, and the right to receive payment thereon, shall expire as of the date of closing of such sale.

(e) Interpretation. The Board shall have complete discretion to determine in good faith whether the provisions of paragraph (a), (b) or (c) of this Section B(2) have been satisfied.

(f) Termination of Employment

(i) Except as described below in paragraph (ii) of this
Section B(2)(f), if your employment is terminated with the Company for any reason, your Share Appreciation Rights and rights to any future payments shall terminate upon the effective date of the termination of employment.

(ii) If your employment with the Company and its Subsidiaries is terminated by reason of your death or Disability or by the Company other than for

Cause, on or prior to September 30, 2012, you will retain the following percentage of your Share Appreciation Rights (i.e., "conditionally vested"):

                     Date                                          Percent
                      of                                         Conditionally
                  Termination                                       Vested
                  -----------                                    -------------
Prior to October 1, 2004                                               0%
On or after October 1, 2004 and before October 1, 2005                25%
On or after October 1, 2005 and before October 1, 2006                50%
On or after October 1, 2006 and before October 1, 2007                75%
On or after October 1, 2007 and before October 1, 2012               100%

[TO COME - MODIFICATION OF DATES IF SAR GRANTED AFTER 9.30.02]

Final vesting of your "conditionally vested" Share Appreciation Rights will be dependent upon satisfaction of the applicable provisions of paragraphs (a), (b) and/or (c) of this Section B(2), so that your "conditionally vested" Share Appreciation Rights will not be entitled to payment unless the provisions of paragraph (a), (b) and/or (c) of this Section B(2) are satisfied, and if such conditions are not satisfied your "conditionally vested" Share Appreciation Rights, and the right to receive payment thereon, will expire on September 30, 2012.

(g) Initial Public Offering of Parent or Company. Notwithstanding anything to the contrary contained in Section B(2)(a), in the event that on or before September 30, 2012 (i) an entity that holds, directly or indirectly through one or more subsidiaries, 90% or more of the membership interests of the Company having the right to vote for members of the Board (the "Parent"), shall consummate a sale of shares of common stock of the Parent pursuant to an underwritten initial public offering registered under the Securities Act of 1933, as amended (a "Parent IPO"), or (ii) there shall be an Initial Public Offering by the Company or its successor after a Corporate Reorganization, then, in the case of (i) or (ii) above, at any time on or after the closing of the Parent IPO or the Initial Public Offering of the Company, the Company shall have the right, but not the obligation, to vest 100% of the Share Appreciation Rights subject to the Award and held by you pursuant to written notice given to you stating the effective date of such vesting.

(3) PURCHASE BY THE COMPANY UPON TERMINATION OF EMPLOYMENT. If your employment with the Company or a Subsidiary is terminated for any reason whatsoever, including by the Company or a Subsidiary without Cause, the Company shall have the right, exercisable in its sole election, to purchase, and you shall have the obligation, upon such exercise by the Company, to sell to the Company all or any portion of your vested Share Appreciation Rights for an amount equal to their SAR Value as of the date of the termination of your employment. If the Company elects to exercise its right, the Company will notify you in writing

not later than ninety (90) days after the termination of your employment of the number of your vested Share Appreciation Rights that it has elected to purchase and the purchase price to be paid in exchange for such Share Appreciation Rights. The Company shall make payment to you by Company check for the Share Appreciation Rights that it has elected to purchase not later than 120 days after the effective date of the termination of your employment. Effective with such payment, you shall irrevocably assign such rights to the Company free of all liens and encumbrances of any kind and shall execute such documents and take such other action as the Company reasonably requests to evidence such transfer.

(4) PAYMENT AFTER VESTING.

(a) General. On the later of (i) contemporaneously with the consummation of a Liquidity Event or (ii) at the earlier of (A) the date after the Liquidity Event as you shall determine or (B) the date after the Liquidity Event as the Company shall determine, the Company shall pay you an amount equal to the SAR Value of your vested Share Appreciation Rights as of such date of payment, calculated in accordance with Section 6 of the Plan. NOTWITHSTANDING ANYTHING IN THIS LETTER AGREEMENT TO THE CONTRARY, EXCEPT AS EXPRESSLY PROVIDED IN
SECTION B(4)(b) BELOW, YOU SHALL NOT BE ENTITLED TO RECEIVE PAYMENT ON ANY VESTED SHARE APPRECIATION RIGHTS EXCEPT ON THE SAME RELATIVE BASIS UPON WHICH THE INVESTORS RECEIVE LIQUIDITY (I.E., CASH) IN THE TRANSACTION OR TRANSACTIONS CONSTITUTING THE LIQUIDITY EVENT UNLESS INVESTORS, IN ITS SOLE DISCRETION AGREES THAT A GREATER PAYMENT MAY BE MADE.

(b) Election by Company - Initial Public Offering of Parent or Company. In the event the Company elects to vest your Share Appreciation Rights pursuant to Section B(2)(g) above, then the Company shall pay you an amount equal to the SAR Value of your vested Share Appreciation Rights as of the effective date of such vesting, calculated in accordance with Section 6 of the Plan, with such payment to be as follows:

(i) The Company shall withhold an amount equal to your Applicable Withholding Taxes and make payment thereof on your behalf directly to the applicable federal, state and local tax authorities in accordance with applicable tax laws; and

(ii) The Company shall deliver to you unregistered shares of the common stock of the Parent or the Company, as the case may be (the "Section B(2)(g) Shares"), valued at the Section B(2)(g) Share Fair Market Value (as defined below) as of the effective date of such vesting, in an amount equal to the SAR Value of your vested Share Appreciation Rights minus the cash payment made pursuant to subparagraph (i) above, provided that such delivery of the Section B(2)(g) Shares shall not be made until after you have made your Section
83(b) Election Filing (as defined below).

As used herein, "Section B(2)(g) Share Fair Market Value" means the following as determined by the Board in good faith:

(w) if the effective date of such vesting is as of the closing of the Parent IPO or the Initial Public Offering of the Company, the initial per share price to public;

(x) if the Section B(2)(g) Shares are traded on an exchange, the average of the highest and lowest registered sales prices of such shares on the primary exchange on which the Section B(2)(g) Shares are traded for the ten (10) trading day period ending on the trading day of or closest to the effective date of such vesting;

(y) if the Section B(2)(g) Shares are traded on the over-the-counter market, the average between the closing high bid and low asked prices as reported by the Nasdaq Stock Market for the ten
(10) trading day period ending on the trading day of or closest to the effective date of such vesting; or

(z) if the effective date of such vesting is other than as of the closing of the Parent IPO or the Initial Public Offering of the Company and if the Section B(2)(g) Shares are not traded on any exchange or over-the-counter market, the fair market value shall be determined by the Board using any reasonable method in good faith.

Upon the effective date of such vesting pursuant to Section B(2)(g), your rights with respect to your Share Appreciation Rights will be deemed after such effective date, for all purposes, to evidence solely your right to receive the payment described in this subsection
(b) and, without limiting the generality of the foregoing, the SAR Value of your Share Appreciation Rights shall be fixed as of the effective date of such vesting and shall not change thereafter.

(5) NON-TRANSFERABILITY. This Award is not transferable or assignable by you. In the event of your death, your devisees, personal representatives, or trustee or beneficiaries of a revocable trust of which you are the grantor (collectively, "Successors") will succeed to your Share Appreciation Rights subject to the terms of the Plan and this letter agreement. All agreements made by you in this letter agreement shall be binding on your Successors.

C. OTHER CONDITIONS.

(1) CAPITAL STRUCTURE CHANGES. As provided in the Plan, appropriate adjustments shall be made in the number and kind of Share Appreciation Rights should there be a change in the capital structure of the Company, and the Board may take appropriate actions in good faith with respect to the Award in the event of a significant corporate transaction.

(2) WITHHOLDING.

(a) General. By signing this letter agreement, you agree to make arrangements satisfactory to the Company to comply with any income and payroll tax withholding requirements that may apply.

(b) Section 83(b) Election - Election by Company - Initial Public Offering of Parent or Company. In the event the Company elects to vest your Share Appreciation Rights pursuant to Section B(2)(g) above, then you agree to timely file, in form and substance satisfactory to the Company, an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, relative to the value of and the transfer restrictions and call rights set forth in the Shareholder Agreement (as defined below) related to the Section B(2)(g) Shares delivered to you pursuant to Section B(4)(b)(ii) above (the "Section
83(b) Election Filing"), provided that, if you do not make such Section
83(b) Election Filing within twenty-five (25) days after written notice given to you by the Company under Section B(2)(g) of such vesting of your Share Appreciation Rights, then all of your rights under and with respect to your Share Appreciation Rights shall be terminated and without further force or effect.

(3) NO RIGHT TO RECEIVE SHARES. Under no circumstances shall you have the right to receive any Class B Shares as a result of the Award or this letter agreement, except pursuant to Section B(4)(b)(ii).

(4) SHAREHOLDER AGREEMENT - TRANSFER RESTRICTIONS; CALL RIGHTS; ETC. As a condition precedent to the receipt of any Section B(2)(g) Shares, you agree to promptly enter into a shareholder agreement, in substantially the form of Exhibit C attached hereto, effective as of the date of delivery of the
Section B(2)(g) Shares relative to certain transfer restrictions, call rights and other provisions relative to the Section B(2)(g) Shares delivered to you pursuant to Section B(4)(b)(ii) above (the "Shareholder Agreement").

(5) NO RIGHTS PRIOR TO ISSUANCE OF SHARES. You shall not have any rights as a shareholder with respect to the Section B(2)(g) Shares until the issuance of a stock certificate for such shares. No adjustment shall be made for dividends or other rights with respect to such shares for which the record date is prior to the date the certificate is issued.

(6) COMPLIANCE. Anything to the contrary herein notwithstanding, the Company's obligation to deliver the Section B(2)(g) Shares pursuant to
Section B(4)(b)(ii) above is subject to such compliance with federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities as the Company deems necessary or advisable. The Company shall not be required to deliver such shares unless and until it receives satisfactory assurance that the issuance or transfer of such shares will not violate any of the provisions of the Securities Act of 1933, or the rules and regulations promulgated thereunder, the provisions of

any state laws governing the sale of securities, or that there has been compliance with the provisions of such acts, rules, regulations and laws.

D. NOTICE. Written notice is deemed to have been given to you or to the Company and the Board if delivered personally or mailed first class, postage prepaid, to you at your last address as shown in the records of the Company, or to the Company at the principal business address of the Company, 6985 Miller Road, Warren, Michigan 48092, Attention: President, with a copy to Quad-C Management, Inc., 230 East High Street, Charlottesville, Virginia 22902, Attention: Anthony R. Ignaczak, or at such other address or to the attention of such other person as the recipient shall have specified by prior written notice.

E. AGREEMENT. In consideration of the grant of the Award, you hereby agree that you will comply with such other conditions as the Board may impose on the Award and will perform such duties as may be assigned to you from time to time by the Board or by the Executive Officers of the Company; provided that the foregoing shall not be inconsistent with the Plan; and provided further that the provisions of this sentence shall not be interpreted as affecting any right that the Company or any of its Subsidiaries may have to terminate your employment, with or without Cause, at any time for any reason whatsoever.

This letter agreement shall be governed by the laws of the State of Michigan.

If you agree to the foregoing terms and conditions, please sign both copies of this letter agreement and return one fully executed original to the Chief Executive Officer of the Company. The remaining original letter is for your records.

Sincerely,

ASSET ACCEPTANCE HOLDINGS LLC

By:_____________________________________
Nathaniel F. Bradley IV
President

I hereby accept the Award on the terms set forth in this letter agreement and in the Asset Acceptance Holdings LLC Year 2002 Share Appreciation Rights Plan, and this letter agreement shall be a binding agreement between the Company and me.

EXHIBIT A

THE PLAN

EXHIBIT B

DEFINITIONS

"CAUSE" means with respect to the termination of an Employee as an employee of the Company or a Subsidiary of the Company:

(i) continual or deliberate neglect by such Employee in the performance of his or her material duties;

(ii) failure by such Employee to devote substantially all of his or her working time to the business of the Company and its Subsidiaries;

(iii) such Employee's willful failure to follow the directives of the Board of Directors or the Chief Executive Officer of the Company in any material respect;

(iv) such Employee's engaging willfully in misconduct in connection with the performance of any of his or her duties which is reasonably likely, in the good faith judgment of the Board, to result in material injury to the reputation of the Company or any of its Subsidiaries, including, without limitation, the misappropriation of funds;

(v) such Employee's breach of the provisions of any noncompetition, noninterference, nondisclosure, confidentiality or other similar agreement executed by such Employee with the Company or any of its Subsidiaries; or

(vi) such Employee's engaging in conduct which is reasonably likely, in the good faith judgment of the Board, to result in material injury to the reputation of the Company or any of its Subsidiaries, including, without limitation, commission of a felony, fraud, embezzlement or other crime involving moral turpitude;

provided that with respect to the events set forth in clauses (i) through (iii), the or Employee shall have been given written notice of the act, omission or event constituting Cause and shall not have cured such act, omission or event within 30 days after the giving of such notice.

EXHIBIT C

FORM OF SHAREHOLDER AGREEMENT

EXHIBIT 10.7

NET LEASE

THIS NET LEASE (this "Lease") is made as of June 21, 1999, by and between Penobscot Land Company, a Michigan co-partnership, whose address is c/o Chateau Management and Realty, Inc., Suite 305, 2050 North Woodward Avenue, Bloomfield Hills, Michigan 48304-2260 ("Landlord"), and Asset Acceptance Corp., a Michigan corporation, Lee Acceptance Corp., a Michigan corporation, Financial Credit Corp., a Michigan corporation, and City Financial Corp., a Michigan corporation, jointly and severally, whose addresses for purposes of this Lease is 23550 Harper Avenue, St. Clair Shores, Michigan 48080 (collectively, "Tenant").

1.01     Landlord hereby leases to Tenant the real property located at 6985
         Miller Road, Warren, Michigan 48092, more particularly described in
         Exhibit "A" attached to and made an integral part of this Lease (the
         "Land"), together with an industrial building and other improvements
         constructed on the Land which total approximately 22,724 square feet
         (the "Improvements") (the Land and the Improvements collectively will
         constitute and be referred to in this Lease as the "Premises").

                              SECTION 2: THE TERM

2.01     The Term will commence (the "Commencement Date") on September 1, 1999
         and shall terminate on the last day of the sixtieth (60th) full
         calendar month following the Commencement Date (the "Termination
         Date"), unless sooner terminated in accordance with this Lease.
         Notwithstanding the foregoing, Landlord shall deliver possession of the
         Premises to Tenant upon execution of this Lease by both Landlord and
         Tenant.

2.02     Tenant shall have the right and option to extend the Term from the date
         upon which it would otherwise terminate for one (1) renewal period of
         five (5) years ("Renewal Period") upon the same terms and conditions as
         set forth herein, by notifying Landlord in writing not less than ninety
         (90) days prior to the expiration of the original Term. Notwithstanding
         the foregoing, Tenant may not exercise or be entitled to extend the
         Term if it is in default under the terms of this Lease as of the date
         it exercises the renewal option or at the commencement of the Renewal
         Period.

                              SECTION 3: BASE RENT

3.01     Subject to all of the terms of this Lease, Tenant agrees to pay to
         Landlord, as minimum net rental for the original Term of this Lease, as
         follows:

         (a)      from the first full calendar month through the thirty sixth
                  full calendar month, Tenant shall pay Landlord minimum net
                  rental of One Hundred Eighty One

                  Thousand Seven Hundred Ninety One and 96/100 Dollars
                  ($181,791.96) per year in equal monthly installments of
                  Fifteen Thousand One Hundred Forty Nine and 33/100 Dollars
                  ($15,149.33); and

         (b)      from the thirty seventh full calendar month through the
                  sixtieth full calendar month, Tenant shall pay Landlord
                  minimum net rent at the rate of Two Hundred Four Thousand Five
                  Hundred Sixteen and 00/100 Dollars ($204,516.00) per year in
                  equal monthly installments of Seventeen Thousand Forty Three
                  and 00/100 Dollars ($17,043.00).

         (c)      from the sixty first full calendar month through the
                  ninety-sixth full calendar month, Tenant shall pay Landlord
                  minimum net rent at a rate of Two Hundred Fifteen Thousand
                  Eight Hundred Seventy Seven and 96/100 Dollars ($215,877.96)
                  per year in equal monthly installments of Seventeen Thousand
                  Nine Hundred Eighty Nine and 83/100 Dollars ($17,989.83).

         (d)      from the ninety-seventh first full calendar month through the
                  one hundred and twentieth full calendar month, Tenant shall
                  pay Landlord minimum rent at a rate of Two Hundred Twenty
                  Seven Thousand Two Hundred Forty and 04/100 Dollars
                  ($227,240.04) per year in equal monthly installments of
                  Eighteen Thousand Nine Hundred Thirty Six and 67/100 Dollars
                  ($18,936.67).

3.02     Each monthly installment of minimum net rental will be paid in advance,
         without any set-offs or deductions, on the first day of each and every
         month (the "Rent Day") during the Term at the office of Landlord at the
         address first shown above or at such other place as Landlord from time
         to time may designate in writing.

3.03     Notwithstanding anything to the contrary set forth in this Lease,
         Tenant shall make its first monthly payment of minimum net rent to
         Landlord -upon execution of this Lease. No minimum net rent payment
         shall be due from Tenant to Landlord on the Commencement Date. The next
         payment of minimum net rent shall be due October 1, 1999.

                      SECTION 4: LATE CHARGES AND INTEREST

4.01     Any rent or other sums payable by Tenant to Landlord under this Lease
         not paid within seven (7) days after the same is due shall incur a late
         charge for reimbursement of Landlord's anticipated out-of-pocket
         expenses due to such failure to pay of five percent (5%) of the amount
         of such payment.

4.02     Any rent or other sums payable by Tenant to Landlord under this Lease,
         not paid within seven (7) days after the same are due, will bear
         interest at a per annum rate equal to the greater of twelve percent
         (12%) or four (4) percentage points above the interest rate per annum
         announced by Michigan National Bank, as its "prime rate" on the date
         when the rent, late charges or other sums become due, but not in excess
         of the maximum interest rate permitted by law. Such interest will be
         due and payable as additional rent on or

                                       2

         before the next Rent Day or within ten (10) days of a written demand
         therefor by Landlord, whichever occurs first, and will accrue from the
         date that such rent, late charges or other sums first became due under
         the provisions of this Lease until actually paid by Tenant.

4.03     Any default in the payment of rent or other sums will not be considered
         cured unless and until the interest due hereunder is paid by Tenant to
         Landlord. The obligation hereunder to pay interest will exist in
         addition to and not in place of the other default provisions of this
         Lease. Any money and other charges required to be paid by Tenant
         pursuant to the terms of this Lease, whether or not the same may be
         designated as rental shall be deemed rent and Tenant's failure to pay
         such money or other charges required under this Lease shall carry with
         it the same consequences (including the right to commence summary
         proceedings), as a failure to pay rental.

4.04     In the event any charge imposed hereunder or under any of the Sections
         of this Lease is either stated to be or is construed as interest, then
         no such interest charge shall be calculated at a rate that is higher
         than the maximum interest rate permitted by law, which maximum rate
         shall be substituted for the rate in excess thereof.

                  SECTION 5: TAXES, ASSESSMENTS AND UTILITIES,

5.01     Tenant agrees to pay, as additional rent for the Premises, all taxes
         and assessments, general and special, all water rates and all other
         governmental impositions which may be levied on the Premises or any
         part thereof, or on any building or improvements at any time situated
         thereon during or pertaining to the Term and any extensions thereof
         (collectively, "Impositions"). Impositions shall include, without
         limitation:

         (a)      The amount of all taxes, assessments, fees, rates and charges,
                  excises, levies, license taxes and fees, permit fees,
                  inspection fees and other authorization fees and other
                  governmental charges, whether federal, state, county or
                  municipal, and whether they be by taxing districts or
                  authorities presently taxing the Premises or by others,
                  subsequently created or otherwise, which at any time during or
                  in respect of the term of this Lease may be levied or assessed
                  against, or before a lien upon or may be confirmed or imposed
                  on or in respect of, or payable with respect to (i) the
                  Premises or any portion thereof or the interest of Tenant or
                  Landlord therein or in respect thereof, (ii) the rentals and
                  other amounts payable by Tenant hereunder, (iii) this Lease or
                  the interests of Tenant or Landlord hereunder, (iv) the
                  possession, use, occupancy, maintenance or repair of the
                  Premises or any portion thereof, (v) gross receipts from the
                  Premises or any portion thereof, or (vi) the earnings arising
                  from the possession, use or occupancy of the Premises.
                  Notwithstanding the foregoing, Impositions shall not include
                  (i) any franchise tax or income tax, (ii) any excess profit
                  tax of Landlord determined on the basis of Landlord's general
                  income or revenues, unless as provided below such tax is in
                  substitution of another tax or assessment upon or against the
                  Premises, or (iii) Landlord's Michigan Single Business Tax or
                  any tax in

                                       3

                  substitution thereof. In the event the United States, the City
                  of Warren, the County of Macomb, the State of Michigan, or
                  other political subdivision of any such governmental authority
                  having jurisdiction over the Premises imposes a tax,
                  assessment or surcharge of any kind or nature upon, against,
                  measured by or with respect to the rents payable by Tenant
                  under this Lease or the income of Landlord derived from this
                  Lease, or with respect to Landlord's ownership of the
                  Premises, by way of substitution for all or any part of the
                  tax assessments levied or assessed against the Premises or in
                  addition thereto, such substituted or additional tax,
                  assessment or surcharge shall to the extent of such
                  substitution be deemed an Imposition. Impositions shall not
                  include fines or penalties imposed upon the Landlord or the
                  Premises as a result of acts or omissions of parties other
                  than Tenant, its agents or contractors.

         The property taxes and assessments for the first and last years of the
         Term or any extension thereof will be prorated between Landlord and
         Tenant so that Tenant will be responsible for any such tax or
         assessment attributable to the period during which Tenant has
         possession of the Premises. The so-called "due-date" method of
         proration will be used, it being presumed that taxes and assessments
         are payable in advance. Tenant shall pay the amount of real property
         taxes at least thirty (30) days before they become delinquent. Tenant
         shall submit to Landlord at least ten (10) days prior to the date such
         taxes become delinquent, paid receipts evidencing payment of such
         taxes. In addition to any right or remedy provided Landlord under this
         Lease, Tenant shall pay any late payment fees or interest charges of
         any taxing authority incurred as a result of Tenant's failure to pay
         Impositions in accordance with this Lease.

5.02     From and after the date hereof, Tenant agrees to pay all charges made
         against the Premises for gas, heat, electricity and all other utilities
         applicable to Tenant's occupancy of the Premises.

                           SECTION 6: USE OF PREMISES

6.01     The Premises during the continuance of this Lease will be used and
         occupied for general office use only and for no other purpose without
         the prior written consent of Landlord. Tenant agrees that it will not
         use or permit any person to use the Premises or any part thereof for
         any use or purposes in violation of the laws of the United States, the
         laws, ordinances or other regulations of the State and municipality in
         which the Premises are located, or of any other lawful authorities.
         During the Term or any extended term Tenant will keep the Premises and
         every part thereof and all buildings at any time situated thereon in a
         clean and wholesome condition and generally will comply with all lawful
         health and policy regulations. All signs and advertising displayed in
         and about the Premises will be such only as to advertise the business
         carried on upon the Premises, and will be in accordance with all
         applicable laws, rules, regulations and ordinances. No awning will be
         installed or used on the exterior of the building unless approved in
         writing by Landlord, which approval shall not be unreasonably withheld.

7.01     Tenant, at Tenant's expense, will obtain and maintain at all times
         during the Term of this. Lease and any extensions thereof until
         surrender of the Premises to Landlord, a primary policy of insurance
         covering the Premises and providing the insurance protection described
         in this Section 7. Tenant will retain in its possession the original
         policy and all endorsements, renewal certificates and new policies, if
         any, issued during the Term.

7.02     The liability coverage under the primary policy will name Landlord and
         Landlord's mortgagee as additional insured parties, and will provide
         comprehensive general public liability insurance, including blanket
         contractual coverage, against claims for or arising out of bodily
         injury, death or properly damage occurring in, on or about the Premises
         or property in, on or about the streets, sidewalks or properties
         adjacent to the Premises. The limits of coverage will be, initially, if
         dual limits are provided, not less than Five Million and 00/100
         ($5,000,000.00) Dollars with respect to injury or death of a single
         person, not less than Five Million and 00/100 ($5,000,000.00) Dollars
         with respect to one occurrence, and not less than Two Million
         ($2,000,000.00) Dollars with respect to one occurrence of property
         damage or, in the alternative, a single limit policy in the amount of
         Five Million and 00/100 ($5,000,000.00) Dollars, and thereafter in such
         reasonably appropriate increased amounts as may be determined by
         Landlord or Landlord's mortgagee; provided, however, that the amount of
         coverage will not be increased more frequently than at one (1) year
         intervals. The policy will contain cross-liability endorsements.

7.03     The primary policy will insure the Improvements (as defined in Section
         1.01 hereof) for full replacement cost against loss by fire with
         standard extended risk coverage, vandalism, malicious mischief,
         sprinkler leakage and all other risk perils. The named insureds will be
         Landlord and Landlord's mortgagee, only.

7.04     The primary policy also will provide loss of rents coverage sufficient,
         to cover the minimum net rental and all other charges which are the
         obligation of Tenant under this Lease for a twelve (12) month period
         from the date of any loss or casualty.

7.05     Tenant shall also obtain, at its own expense, a policy of "all risks"
         insurance covering Tenant's personal property, trade fixtures and any
         alterations or improvements made to the Premises by Tenant after the
         Commencement Date. Such insurance shall be in an amount to cover one
         hundred (100%) percent of such property.

7.06     The insurance policy or policies to be provided by Tenant hereunder
         shall be issued by an insurance company or companies having an A.M.
         Best Company rating of not less than "A". Each policy procured by
         Tenant under this Section 7 must provide for at least thirty (30) days'
         written notice to Landlord of any cancellation. Tenant will deliver to
         Landlord certificates of insurance at least thirty (30) days prior to
         the Commencement Date, together with receipts evidencing payment of the
         premiums therefor, and Tenant will deliver to Landlord a copy of the
         policy or policies promptly upon receipt. Tenant will deliver
         certificates of renewal for such policies to Landlord at least thirty
         (30),days prior to the expiration dates thereof, and Tenant will
         deliver to Landlord a copy of the renewed

                                       5

         policy or policies promptly upon receipt. The insurance provided by
         Tenant under this Section 7 may be in the form of a blanket insurance
         policy covering other properties as well as the Premises; provided,
         however, that any such policy or policies of blanket insurance (i) must
         specify therein, or Tenant must furnish Landlord with a written
         statement from the insurers under such policy or policies specifying,
         the amount of the total insurance allocated to the Premises, which
         amounts will not be less than the amounts required by subsection 7.02
         hereof, and (ii) such amounts so specified must be sufficient to
         prevent Landlord or Landlord's mortgagee from becoming a co-insurer
         within the terms of the applicable policy or policies, and provided
         further, however, that any such policy or policies of blanket insurance
         must, as to the Premises, otherwise comply as to endorsements and
         coverage with the other provisions of this Section 7.

7.07     Except with respect to the insurance required by subsection 7.02,
         neither Landlord nor Tenant may take out separate insurance concurrent
         in form or contributing in the event of loss with that required under
         this Section 7 unless Landlord and Tenant are included therein as the
         insured payable as provided in this Lease. Each party will notify the
         other immediately of the placing of any such separate insurance.

7.08     If Tenant fails to provide all or any of the insurance required to be
         obtained by Tenant under this Section 7, or subsequently fails to
         maintain such insurance in accordance with the requirements of this
         Section, Landlord may (but will not be required to) procure or renew
         such insurance, and any amounts paid by Landlord for such insurance
         will be additional rental due and payable on or before the next Rent
         Day, together with late charges and interest as provided in Section 4.

7.09     In the event of loss under any policy or policies provided by Tenant to
         Landlord under this Section 7, other than the liability policy required
         by subsection 7.2 and the insurance covering the personal property
         required by Subsection 7.05, the insurance proceeds will be payable to
         Landlord or Landlord's mortgagee; thereafter, such proceeds, with the
         exception of the loss of rents insurance proceeds, will be used for the
         expense of repairing or rebuilding- the Improvements which have been
         damaged or destroyed if Landlord in its sole discretion and its
         mortgagee are satisfied that the amount of insurance proceeds are and
         will be at all times sufficient to pay for the completion of the
         repairs or rebuilding, and Landlord's mortgagee otherwise makes the
         proceeds available for repairing and restoring. If Landlord or
         Landlord's mortgagee elect not to repair or restore the Improvements,
         then this Lease shall terminate effective as of the date of such
         casualty.

7.10     If Landlord's mortgagee under any first mortgage on the Premises at any
         time requires, pursuant to the terms of the mortgage, that payment of
         insurance premiums be made from an escrowed fund, then Landlord will so
         notify Tenant, in writing. In such event, Tenant will not directly pay
         the insurance premiums, but instead will pay to Landlord, as additional
         rent, the amounts which Landlord must pay into the escrowed fund on
         account of such premiums. If the actual premiums, when due, exceed the
         total payments from time to time made by Tenant under the previous
         sentence, then Tenant upon demand will pay any deficiency to Landlord.
         If the payments made by Tenant under this subsection over the Term
         exceed the amount of premiums paid from such fund, Landlord will refund

                                       6

         the excess to Tenant at the expiration of the Term, or at the time such
         excess is refunded by the mortgagee to Landlord, whichever occurs
         first.

                  SECTION 8: DAMAGE BY FIRE OR OTHER CASUALTY

8.01     It is understood and agreed that if the Premises are damaged or
         destroyed in whole or in part by fire or other casualty during the
         Term, then, if (a) in Landlord's judgment there are sufficient
         insurance proceeds available to Landlord to pay for completion of any
         required repairs, (b) there are at least twenty four (24) months
         remaining in the Term, and (c) the repairs can be completed within 150
         days, Landlord, will repair and restore the same to good tenantable
         condition with reasonable dispatch.

8.02     Tenant will have the option, exercisable by written notice to Landlord
         upon restoration of the Premises, to extend the original Term of this
         Lease for a period equal to the period, if any, during which Tenant was
         deprived of the use of all or a significant portion of the Premises by
         reason of such damage or destruction. Tenant's option must be exercised
         within sixty (60) days following completion of the restoration and
         repair work.

8.03     If the Premises become untenantable as a result of any damage or
         destruction to the Premises caused by fire or other casualty, then
         Tenant will be allowed an abatement of all minimum net rent required to
         be paid hereunder; provided, however that Tenant's obligation to pay
         minimum net rent shall recommence as soon as Landlord substantially
         completes all required repairs to the Improvements. In an event of a
         casualty rendering a portion of the Premises untenantable, Tenant shall
         be entitled to an equitable abatement of minimum net rent until such
         time as the Premises become tenantable.

                               SECTION 9: REPAIRS

9.01     Landlord shall keep and maintain the roof and exterior walls of the
         buildings presently located on the Premises exclusive of doors, door
         frames, door checks, windows, and exclusive of window frames located in
         exterior building walls, in good condition and repair, reasonable wear
         and tear and loss or damage due to the act or negligence of Tenant, its
         agents, employees, invitees, licensees, or contractors excepted.
         Landlord's repairs shall be made within a reasonable time (depending on
         the nature of the repair) after receiving notice or having actual
         knowledge of the need for such repair. Landlord shall not be obligated
         to make any other improvements or repairs of any kind or nature upon
         the Premises. Without limiting the generality of the foregoing,
         Landlord has made no promise to Tenant to alter, remodel, improve,
         repair, decorate or clean the Premises or any part thereof and no
         representations respecting the condition of the Premises have been made
         to Tenant by or on behalf of Landlord except to the extent expressly
         set forth in this Lease and Tenant hereby acknowledges that Tenant has
         inspected the Premises and accepts the Premises "AS IS."
         Notwithstanding the foregoing, prior to the Commencement Date, Landlord
         shall repair the heating, ventilating and air conditioning unit so that
         it is in good working order, at Landlord's sole cost and expense.

                                       7

9.02     Except as expressly provided in Section 9.01, Tenant shall, from and
         after the date hereof, maintain the Premises in good condition and
         repair except for normal wear and tear and casualty damage (including
         replacement of parts and equipment, if necessary) and any and all
         appurtenances thereto where ever located, including, but without
         limitation, the exterior and interior portion of all doors, door
         checks, windows, plate glass, all plumbing and sewage facilities within
         the Premises, including free flow to the main sewer line, grease traps,
         hair traps, fixtures, heating and air conditioning and electrical
         systems, sprinkler systems, walls, floors and ceilings. The plumbing
         and sewage facilities serving the Premises shall not be used for any
         purpose other than for which they are constructed, nor shall Tenant
         introduce any matter therein which results in blocking such facilities.
         Tenant shall also pay all other expenses in connection with the
         maintenance of the Premises, including repair and upkeep of grounds,
         sidewalks, driveways and parking areas in accordance with the standard
         required under this Section 9.02.

9.03     Notwithstanding anything to the contrary set forth in this Lease, prior
         to the Commencement Date, Tenant shall have the parking areas and
         driveways repaired, seal coated and stripped by a contractor approved
         by Landlord. Upon completion thereof, Tenant shall submit an itemized
         bill from the contractor to Landlord and Landlord shall reimburse
         Tenant for one-half (1 /2) of the cost for such work up to a maximum of
         Five Thousand Dollars ($5,000.00).

             SECTION 10: PAYMENT FOR SERVICES RENDERED BY LANDLORD

10.01    If Landlord at any time (i) does any work or performs any service in
         connection with the Premises, or (ii) supplies any materials to the
         Premises and the cost of the services, work or materials is Tenant's
         responsibility under the provisions of this Lease, Landlord will
         invoice Tenant for the cost, payable within fifteen (15) days after
         delivery of the invoice. This Section will apply to any such work,
         services or materials whether furnished at Tenant's request or on its
         behalf and whether furnished or caused to be furnished by Landlord or
         its agents, employees or contractors. Landlord shall provide not less
         than five (5) days prior written notice of any work which Landlord
         intends to perform under this Section; provided, however that no prior
         written notice shall be required if Landlord believes in good faith an
         emergency situation exists or Tenant is in default hereunder beyond any
         applicable grace period. All amounts payable under this Section will be
         additional rental and failure by Tenant to pay them when due will be a
         default under this Lease and further will result in the assessment of
         late charges and interest under Section 4.

                            SECTION 11: ALTERATIONS

11.01    The parties agree that Tenant will not make any alterations, additions
         or improvements to the Premises without the written consent of
         Landlord, which consent shall not be unreasonably withheld, conditioned
         or delayed with respect to non-structural alterations,

                                       8

         additions or improvements. Landlord may withhold its consent in its
         sole discretion with respect to structural alterations, additions or
         improvements. All alterations, additions or improvements made by either
         of the parties hereto on the Premises will be the property of Landlord
         and will remain on and be surrendered with the Premises at the
         termination of this Lease. Alterations, additions or improvements made
         by Tenant shall not be required to be removed and the Premises restored
         by Tenant unless Landlord expressly conditions its approval of such
         alterations, additions or improvements on the removal thereof by Tenant
         at the termination of the Term. All such alterations, additions and
         improvements shall be (a) subject to reasonable conditions specified by
         Landlord, (b) in accordance with all applicable laws, rules,
         regulations and ordinances, (c) performed by licensed trade people, and
         (d) performed in a good workmanlike and diligent manner. Tenant shall
         obtain building permits) for all alterations, additions and
         improvements on the Premises. Any request by Tenant to make any
         alteration, addition or improvement under this Section shall be
         reasonably detailed.

                               SECTION 12: LIENS

12.01    Any construction liens filed against the Premises for work claimed to
         have been done or materials claimed to have been furnished to Tenant
         shall be discharged by Tenant within thirty (30) days thereafter. For
         purposes hereof, the bonding of such lien by a reputable casualty
         insurance company reasonable satisfactory to Landlord shall be deemed
         the equivalent of a discharge of any such lien. Should any action,
         suit, or proceeding be brought upon any such lien for the enforcement
         or foreclosure of the same, Tenant shall indemnify, defend and hold
         Landlord harmless from and with respect to any such claims, damages,
         losses or expenses (including reasonable attorneys' fees) which
         Landlord may incur arising out of the existence or attempted
         enforcement of any such liens.

                           SECTION 13: EMINENT DOMAIN

13.01    In the event that during the Term proceedings are instituted under the
         power of eminent domain which result in the taking of any part of the
         building on the Premises or the taking of a portion of the parking
         area, and Tenant's business is significantly and adversely affected,
         resulting in an eviction total or partial of Tenant therefrom, then at
         the time of such eviction this Lease will be void and the Term will
         cease and terminate; and, if Tenant thereafter continues in possession
         of the Premises or any part thereof, it will be a lease from month to
         month and for no longer term, anything in this instrument to the
         contrary notwithstanding. If there is only a partial taking, not
         including a portion of the building or reducing parking to the extent
         described in the previous sentence, Landlord will restore the Premises
         to the extent necessary to permit Tenant to continue its use of the
         Premises; provided further that the whole of any award for any portion
         of the Premises taken by reason of said condemnation proceedings will
         be solely the property of and payable to Landlord, and provided further
         that the whole of any award for loss of business and for removal and
         relocation expenses in any such condemnation proceedings will be the
         sole property of and be payable to Tenant. It is further agreed that in
         any such

                                       9

         condemnation proceedings Landlord and Tenant will each seek its own
         award and do so at its own expense.

                      SECTION 14: ASSIGNMENT OR SUBLETTING

14.01    Tenant agrees not to assign or in any manner transfer this Lease or any
         interest in this Lease without the previous written consent of
         Landlord, and not to sublet the entire Premises or allow anyone to use
         or to come in with, through or under it without like consent, which
         consent will not be withheld unreasonably if the proposed subtenant's
         or assignee's proposed use of the Premises does not violate the use
         clause of this Lease. In no event may Tenant assign or otherwise
         transfer this Lease or any interest in this Lease at any time while in
         default hereunder. One such consent will not be deemed a consent to any
         subsequent assignment, subletting, occupation or use by any other
         person.

         Notwithstanding the foregoing, Tenant may, however, assign this Lease
         after ten (10) days written notice to Landlord (but without Landlord's
         consent) to a corporation with which it may merge or consolidate, to
         any parent or subsidiary of Tenant or subsidiary of Tenant's parent, or
         to the purchaser of substantially all of Tenant's assets if the
         assignee executes an agreement reasonably acceptable to Landlord
         assuming Tenant's obligations hereunder and agrees to pay Landlord's
         reasonable attorneys' fees in reviewing and/or approving any such
         proposed assignment.

         The acceptance of rent from an assignee, subtenant or occupant will not
         release Tenant from or alter the primary liability of Tenant to perform
         the obligations of Tenant contained in this Lease. In the event of any
         assignment or sublease of all of the Premises where the rental or other
         consideration reserved in the sublease or by the assignment exceeds the
         rental or pro rata portion of the rental, as the case may be, for such
         space reserved in this Lease, Tenant agrees to pay Landlord monthly, as
         additional rent, on the Rent Day, the excess of the rental or other
         consideration reserved in the sublease or assignment over the rental
         reserved in this Lease applicable to the subleased/assigned space.
         Tenant acknowledges that Landlord selected Tenant in part on the basis
         of Tenant's proposed use and occupation of the Premises and agrees that
         Landlord may withhold consent to any proposed sublease or assignment if
         the subtenant's or assignee's proposed use of the Premises would
         violate the use clause of this Lease.

                       SECTION 15: INSPECTION OF PREMISES

15.01    Tenant agrees to permit Landlord and the authorized representatives of
         Landlord to enter the Premises at all reasonable times during business
         hours for the purpose of inspecting the same.

16.01    All fixtures and equipment paid for by Landlord and all fixtures and
         equipment which may be paid for and placed on the Premises by Tenant
         from time to time, but which are so incorporated and affixed to
         Improvements that their removal would involve damage or structural
         change to Improvements, will be and remain the property of Landlord.

16.02    All furnishings, equipment and fixtures, other than those specified in
         Section 16.01, which are paid for and placed on the Premises by Tenant
         from time to time (other than those which are replacements for fixtures
         originally paid for by Landlord) will remain the property of Tenant.

                         SECTION 17: NOTICE OR DEMANDS

17.01    All bills, notices, statements, communications to or demands
         (collectively, "Notices or Demands") upon Landlord or Tenant, desired
         or required to be given under any of the provisions hereof, must be in
         writing. Any such Notices or Demands will be deemed to have been duly
         and sufficiently given if (a) a properly addressed copy thereof has
         been mailed by United States mail in an envelope properly stamped arid
         addressed, (b) by means of a reputable overnight delivery service
         guaranteeing next day delivery ("Overnight Courier"), or (c) personally
         delivered at:

         If to Landlord:                Penobscot Land Company
                                        C/o Chateau Management and Realty, Inc.
                                        Suite 305
                                        2050 North Woodward Avenue
                                        Bloomfield Hills, Michigan 48034-2260
                                        Attn: Thomas T. Beeler

         If to Tenant:                  Asset Acceptance Corp.
                                        Lee Acceptance Corp.
                                        Financial Credit Corp.
                                        City Financial Corp.
                                        23550 Harper Avenue
                                        St. Clair Shores, Michigan  48080
                                        Attn: Mark A. Redman, CPA/Vice President
                                               of Finance

         If to Tenant after             Asset Acceptance Corp.
         the Commencement               Lee Acceptance Corp.
         Date:                          Financial Credit Corp.
                                        City Financial Corp.
                                        6985 Miller Road
                                        Warren, Michigan  48092
                                        Attn: Mark A. Redman, CPA/Vice President

                                       11

                                               of Finance

or at such other address as either Landlord or Tenant may have last furnished in writing to the other for such purpose. Except where receipt of notice is expressly required in this Lease, the effective date of such Notice or Demand will be deemed to be the time when personally delivered or mailed (either by United States Mail or Overnight Courier) as herein provided.

18.01    (a)      In the event Tenant shall fail to pay the rent reserved herein
                  when due, and Tenant shall fail to cure such default within
                  ten (10) days, Landlord shall, in addition to its other
                  remedies provided by law, have the remedies set forth in
                  Section 18.01(c) hereof.

         (b)      If Tenant shall be in default in performing any of the terms
                  of this Lease other than the payment of rent, Landlord shall
                  give Tenant written notice of such default, and if Tenant
                  shall fail to cure such default within thirty (30) days after
                  the receipt of such notice, or if the default is of such a
                  character as to require more than thirty (30) days to cure,
                  then if Tenant shall fail, within said thirty (30) day period,
                  to commence and thereafter proceed diligently to cure such
                  default within such additional reasonable period of time (not
                  exceeding 90 days in total), then and in either of such event,
                  Landlord may (at its option and in addition to its other legal
                  remedies) cure such default for the account of Tenant, and any
                  sum so expended by Landlord plus interest shall be additional
                  rent for all purposes hereunder, including Section 18.01 (a)
                  hereof, and shall be paid by Tenant with the next monthly
                  installment of rent or within ten (10) days of a written
                  demand therefor by Landlord.

         (c)      If any rent shall be due and unpaid or Tenant shall be in
                  default upon any of the other terms of this Lease, and such
                  default has not been cured within the time provided in Section
                  18.01 (a) and (b) hereof, then Landlord, in addition to its
                  other remedies, shall have the immediate right of re-entry.
                  Should Landlord re-enter or take possession pursuant to legal
                  proceedings or any notice provided for by law, Landlord may
                  either terminate this Lease, or, from time to time, without
                  terminating this Lease, relet the Premises or any part thereof
                  on such terms and conditions as Landlord shall in its
                  reasonable discretion deem advisable. The avails of such
                  reletting shall be applied: first, to the payment of any
                  indebtedness of Tenant to Landlord other than rent due
                  hereunder; second, to the payment of any costs of such
                  reletting, including the cost of any repairs to the Premises;
                  third, to the payment of rent due and unpaid hereunder; and
                  the residue, if any, shall be held by Landlord and applied in
                  payment of future rent as the same may become due and payable
                  hereunder. Should the avails of such reletting during any
                  month be less than the monthly rent reserved hereunder, then
                  Tenant shall during each such month pay such deficiency to
                  Landlord.

                                       12

                  Notwithstanding the foregoing, in lieu of the foregoing
                  computation, Landlord may elect, at its sole option, to
                  receive liquidated damages in one payment equal to any
                  deficiency between (i) the total rent reserved hereunder
                  through the balance of the Lease term, and (ii) the fair and
                  reasonable rental value of the Premises during such period,
                  both discounted at the rate of interest then announced by
                  Michigan National Bank, as its "prime rate" plus two percent
                  (2%), to present value at the time of declaration of
                  forfeiture.

18.02    (a)      Neither Tenant's interest in this Lease, nor any estate hereby
                  created in Tenant, nor any interest herein or therein, shall
                  pass to any trustee or receiver or assignee for the benefit of
                  creditors or otherwise by operation of law, except as may
                  specifically be provided pursuant to the Bankruptcy Code.

         (b)      In the event the interest or estate created in Tenant hereby
                  shall be taken in execution or by the process of law, or if
                  Tenant's assigns, if any, shall be adjudicated insolvent or
                  bankrupt pursuant to the provisions of any State Act or the
                  Bankruptcy Code, or if Tenant is adjudicated insolvent by a
                  court of competent jurisdiction, other than the United States
                  Bankruptcy Court, or if a receiver or trustee of the property
                  of Tenant be appointed by reason of the insolvency or
                  inability of Tenant to pay its debts, or if any assignment
                  shall be made of the property of Tenant for the benefit of
                  creditors, then and in any such event, this Lease and all
                  rights of Tenant hereunder shall automatically cease and
                  terminate with the same force and effect as though the date of
                  such event were the date originally set forth herein and fixed
                  for the expiration of the Term, and Tenant shall vacate and
                  surrender the Premises but shall remain liable as herein
                  provided.

         (c)      Tenant shall not cause or give cause for the appointment of a
                  trustee or receiver of the assets of Tenant and shall not make
                  any assignment for the benefit of creditors, or become or be
                  adjudicated insolvent. The allowance of any petition under any
                  insolvency law except under the Bankruptcy Code or the
                  appointment of a trustee or receiver of Tenant or of the
                  assets of Tenant, shall be conclusive evidence that Tenant
                  caused, or gave cause therefor, unless such allowance of the
                  petition, or the appointment of a trustee or receiver, is
                  vacated within ninety (90) days after such allowance or
                  appointment. Any act described in this Section 18.02(c) shall
                  be deemed a material breach of Tenant's obligations hereunder,
                  and this Lease shall thereupon automatically terminate.
                  Landlord does, in addition, reserve any and all other remedies
                  provided in this Lease or in law.

         (d)      Upon the filing of a petition by or against Tenant under the
                  Bankruptcy Code, Tenant, as debtor and as debtor in
                  possession, and any trustee who may be appointed agree as
                  follows: (i) to perform each and every obligation of Tenant
                  under this Lease, including, but not limited to, the use as
                  provided in Section 6 hereof, until such time as this Lease is
                  either rejected or assumed by order of the United States
                  Bankruptcy Court; and (ii) to pay monthly in advance on the
                  first day of each month as reasonable compensation for use and
                  occupancy of the Premises an amount equal to all Base Rent and
                  other charges otherwise due

                                       13

                  pursuant to this Lease and (iii) to reject or assume this
                  Lease within sixty (60) days of the filing of such petition
                  under Chapter VII of the Bankruptcy Code or within sixty (60)
                  days of the filing of a petition under any other Chapter; and
                  (iv) to give Landlord at least forty-five (45) days' prior
                  written notice of any proceeding relating to any assumption of
                  this Lease; and (v) to give at least thirty (30) days' prior
                  written notice of any abandonment of the Premises; any such
                  abandonment to be deemed a rejection of this Lease.

         (e)      No default of this Lease by Tenant, either prior to or
                  subsequent to the filing of such a petition, shall be deemed
                  to have been waived unless expressly done so in writing by
                  Landlord.

19.01    At the expiration (or earlier termination) of the Term, Tenant will
         surrender the Premises broom-clean and in as good condition and repair
         except for normal wear and tear and casualty damage, and promptly upon
         surrender will deliver all keys and building security cards for the
         Premises to Landlord at the place then fixed for payment of rent. All
         costs and expenses incurred by Landlord in connection with repairing or
         restoring the Premises to the condition called for herein, together
         with the costs, if any, of removing from the Premises any property of
         Tenant left therein, shall be invoiced to Tenant and shall be payable
         as additional rental within ten (10) days after receipt of invoice.

         SECTION 20: PERFORMANCE BY LANDLORD OF THE COVENANTS OF TENANT

20.01    Should Tenant at any time fail to do any of the things required to be
         done by it under the provisions of this Lease within thirty (30) days
         of a written demand therefor (except in emergency situations, in which
         case Landlord shall endeavor to provide telephone notice), then
         Landlord in such event may (but will not be required to) do the same or
         cause the same to be done, and the amount of any money expended by
         Landlord in connection therewith will be due from Tenant to Landlord as
         additional rent on or before the next Rent Day, bearing interest at the
         rate set forth in Section 4.02 from the date of payment until the
         repayment thereof to Landlord by Tenant. On default in such payment,
         Landlord will have the same remedies as on default in payment of rent.

                SECTION 21: SUBORDINATION; ESTOPPEL CERTIFICATES

21.01    Tenant agrees that Landlord may choose to make this Lease subordinate
         or paramount to any mortgages or trust deeds now or hereafter affecting
         the Premises, and to any and all advances to be made thereunder, and to
         the interest and charges thereon, and all renewals, replacements and
         extensions thereon, provided the mortgagee or trustee named in any such
         mortgages or trust deeds agrees to recognize and not disturb the lease
         of Tenant in

                                       14

         the event of foreclosure if Tenant is not in default beyond any
         applicable cure period allowed under this Lease. Tenant will execute
         promptly any instrument or certificate that Landlord may reasonably
         request to confirm such subordination. Landlord agrees to exercise its
         best efforts to cause the holder of any mortgage affecting the Premises
         to enter into a subordination non-disturbance and attornment agreement
         with Tenant on the form customarily required by such holder.

21.02    Tenant, within fifteen (15) days after request (at anytime or times) by
         Landlord, will execute and deliver to Landlord an estoppel certificate
         identifying the Commencement Date and expiration date of the Term and
         stating that this Lease is unmodified and in full force and effect or
         is in full force and effect as modified, stating the modifications and
         stating that Tenant does not claim that Landlord is in default in any
         way or listing any such claimed defaults. The certificate also will
         confirm the amount of monthly minimum net rental as of the date of the
         certificate, the date to which the rent has been paid in advance and
         the amount of any security deposit or prepaid rent. If Tenant fails to
         deliver the executed certificate to Landlord within the fifteen (15)
         day period, the accuracy of the proposed certificate will be deemed
         conclusively confirmed.

                          SECTION 22: QUIET ENJOYMENT

22.01    Landlord agrees that at all times when Tenant is not in default (beyond
         any applicable cure period) under the provisions and during the Term of
         this Lease Tenant's quiet and peaceable enjoyment of the Premises will
         not be disturbed or interfered with by Landlord or any person claiming
         by, through or under Landlord.

                            SECTION 23: HOLDING OVER

23.01    If Tenant remains in possession of the Premises after the expiration of
         this Lease without executing a new lease, it will be deemed to be
         occupying the Premises as a tenant from month to month, subject to all
         the provisions of this Lease to the extent that they can be applicable
         to a month-to-month tenancy, except that the minimum net rental for
         each month will be one hundred fifty percent (150%) of the last full
         monthly installment of minimum net rental which Tenant was required to
         pay under this Lease for the last full month preceding the month in
         which this Lease expired or was terminated.

                   SECTION 24: REMEDIES NOT EXCLUSIVE; WAIVER

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

                                       15

24.02    One or more waivers of any covenant or condition by Landlord will not
         be construed as a waiver of a further or subsequent breach of the same
         covenant or condition, and the consent or approval by Landlord to or of
         any act by Tenant requiring Landlord's consent or approval will not be
         deemed to waive or render unnecessary Landlord's consent or approval to
         or of any subsequent similar act by Tenant.

                       SECTION 25: WAIVER OF SUBROGATION

25.01    Landlord and Tenant hereby waive any and all right of recovery against
         each other for any loss or damage caused by fire or any of the risks
         covered by the insurance policies carried or to be carried by them
         under this Lease.

                       SECTION 26: RIGHT TO SHOW PREMISES

26.01    For a period commencing one hundred eighty (180) days prior to the
         termination of this Lease or any extension thereof, Landlord may show
         the Premises (at reasonable times after reasonable notice and may
         display about the Premises signs advertising the availability of the
         Premises.

                          SECTION 27: SECURITY DEPOSIT

27.01    Tenant shall pay to Landlord upon execution of this Lease the sum of
         Fifteen Thousand One Hundred Forty Nine and 33/100 Dollars ($15,149.33)
         ("Security Deposit") which Landlord is to retain as security for the
         faithful performance of all covenants, conditions and agreements of
         this Lease. In no event shall Landlord be obligated to apply the same
         upon rents in arrears or upon damages for Tenant's failure to perform
         the said covenants, conditions, and agreements of this Lease; however,
         Landlord may so apply the Security Deposit, as its option. Landlord's
         right to bring a special proceeding to recover or otherwise to obtain
         possession of the Premises before or after Landlord's declaration of
         the termination of this Lease for nonpayment of rent or for any other
         reason shall not in any event be affected by reason of the fact that
         Landlord holds the Security Deposit. Such Security Deposit, if not
         applied toward the payment of rents in arrears or toward the payment of
         damages suffered by Landlord by reason of Tenant's default, is to be
         returned to Tenant without interest, except as provided by law, when
         this Lease is terminated according to its terms, but in no event is
         such Security Deposit to be returned until Tenant has vacated the
         Premises and delivered possession thereof to Landlord. In the event
         that Landlord repossesses itself of the Premises, whether by special
         proceeding or re-entry or otherwise, because of Tenant's default,
         Landlord may apply such Security Deposit upon all damages suffered to
         the date of said repossession and may retain the Security Deposit to
         apply upon such damages as may be suffered or shall accrue thereafter
         by reason of Tenant's default. In the event any bankruptcy, insolvency,
         reorganization or other creditor-debtor proceedings shall be instituted
         by or against Tenant, or its successors or

                                       16

         assigns, such Security Deposit shall be deemed to be applied first to
         the payment of any rents due Landlord for all periods prior to the
         institution of such proceedings, and the balance, if any, of such
         Security Deposit may be retained by Landlord in partial liquidation of
         Landlord's damages. Landlord shall not be obligated to keep such
         Security Deposit as a separate fund buy may commingle the Security
         Deposit with its own funds. In the event Landlord applies the Security
         Deposit in whole or in part, Tenant shall, upon demand by Landlord,
         deposit sufficient funds to maintain the Security Deposit in the
         initial amount. Failure of Tenant to deposit such additional amount
         shall entitle Landlord avail itself of the remedies provided in this
         Lease for nonpayment of rent by Tenant.

                          SECTION 28: MOVE-IN; MOVE OUT

28.01    All activities of Tenant in connection with either its move into the
         Premises at the commencement of this Lease or its move out of the
         Premises at any time (whether or not on the termination of this Lease)
         will be subject to the following:

         (a)      Tenant will be responsible for the active supervision
                  (on-site) of all workmen and others performing the move and
                  will indemnify and hold harmless Landlord against and from all
                  liability for damage to property (whether belonging to
                  Landlord or any other person) and injuries to persons in
                  connection with the move and the actions or failure to act of
                  or by those performing the move.

         (b)      Tenant will be responsible for any damage to the Improvements,
                  the Premises or the premises and property of others caused by
                  or incurred in connection with the move or the activities
                  connected therewith. Landlord will perform such inspection(s)
                  as Landlord in its sole discretion determines to be
                  appropriate, and will invoice Tenant for the repair of all
                  such damage or the replacement, if necessary, of damaged
                  items. All determinations of the extent of damage and the
                  costs of repair or replacement will be made by Landlord in its
                  sole discretion. The invoiced sums will constitute amounts
                  included within and payable under Section 10 above.

                 SECTION 29: COMPLIANCE WITH LEGAL REQUIREMENTS

29.01    Tenant shall promptly comply with all laws, statutes, ordinances and
         governmental rules, regulations or requirements now in force or which
         may hereafter be in force, with the requirements of any board of fire
         underwriters or other similar body now or hereafter constituted, with
         any occupancy certificate or directive issued pursuant to any law by
         any public officer or officers, as well as the provisions of all
         recorded documents affecting the Premises, insofar as any thereof
         relate to or affect the condition, use or occupancy of the Premises.

30.01    Tenant at its expense will defend, indemnify and save Landlord, its
         licensees, servants, agents, employees and contractors, harmless from
         any loss, damage, claim of damage, liability or expense to or for any
         person or property, whether based on contract, tort, negligence or
         otherwise, arising directly or indirectly out of or in connection with
         the condition of the Premises, the use or misuse thereof by Tenant or
         any other person, the acts or omissions of Tenant, its licensees,
         servants, agents, employees or contractors, the failure of Tenant to
         comply with any provision of this Lease, or any event on the Premises,
         whatever the cause; provided, however, that nothing herein shall be
         construed to require Tenant to indemnify Landlord against Landlord's or
         its agent's or contractor's negligence or willful misconduct.

30.02    Landlord, at its expense, will defend, indemnify and save Tenant, its
         agents and employees harmless for any loss, damage, claim of damage,
         liability or expense arising out of claims for personal injury, death
         or property damage relating to occurrences in or about the Premises
         caused by the negligence or willful misconduct of Landlord, its agents
         or contractors.

30.03    Notwithstanding the provisions of subsection 30.01 and 30.02, the
         parties release each other from any claims either party ("Injured
         Party") has against the other. This release is limited to the extent
         the claim is covered by the Injured Party's insurance or the insurance
         the Injured Party is required to carry under this Lease, whichever is
         greater.

            SECTION 31: DEFINITION OF LANDLORD; LANDLORD'S LIABILITY

31.01    The term "Landlord" as used in this Lease, so far as covenants,
         agreements, stipulations or obligations on the part of the Landlord are
         concerned, is limited to mean and include only the owner or owners of
         fee title to the Premises at the time in question and, in the event of
         any transfer or transfers of the title to such fee, the Landlord herein
         named (and, in case of any subsequent transfers or conveyances, the
         then grantor) will, upon the assumption by such transferee of
         Landlord's obligations under this Lease automatically be freed and
         relieved from and after the date of such transfer or conveyance of all
         personal liability for the performance of any covenants or obligations
         on the part of the Landlord contained in this Lease thereafter to be
         performed. The foregoing limitation on Landlord's liability shall not,
         apply with respect to claims made by Tenant against Landlord, in
         writing, prior to such transfer unless the transferee specifically
         assumes the obligation which forms the basis of Tenant's claim.

         If Landlord fails to perform any provision of this Lease upon
         Landlord's part to be performed and if, as a consequence of such
         default, Tenant recovers a money judgment against Landlord, such
         judgment may be satisfied only out of the proceeds of sale received
         upon execution of such judgment and levied thereon against the right,
         title and interest of Landlord in the Premises and out of rents or
         other income from such property receivable by Landlord, and Landlord
         shall not be personally liable for any deficiency.

32.01    (a)      Landlord represents and warrants to Tenant that to Landlord's
                  actual knowledge the Premises is not subject to any liens,
                  actions or proceedings relating to "Hazardous Materials" (as
                  hereinafter defined) or "Environmental Laws" (as hereinafter
                  defined) and Landlord is not a party to any such action or
                  proceeding and Landlord has received no notice of any such
                  lien, action or proceeding that is pending or threatened.
                  Landlord shall notify Tenant of any subsequent lien, action or
                  proceeding which may hereafter be pending or threatened.
                  Landlord further represents and warrants to Tenant that to
                  Landlord's actual knowledge, no Hazardous Materials are or
                  have been located, stored or disposed of on or released or
                  discharged from the Premises in any manner or amount that
                  violates any Environmental Law or that would give rise to
                  liability under such law.

         (b)      Landlord shall, at no cost or expense to Tenant, take actions
                  necessary to comply with all Environmental Laws affecting the
                  Premises including, without limitation, removal, containment
                  and remedial actions required by any Environmental Laws or any
                  governmental agencies in the enforcement of Environmental Laws
                  affecting the Premises and shall indemnify and defend Tenant
                  from and against any and all costs, claims, expenses, damages,
                  liens, losses and judgments arising out of the breach of
                  Landlord's representations and warranties contained in this
                  Section. Notwithstanding the foregoing, Landlord's covenants
                  and indemnification obligations with respect to environmental
                  matters shall not extend to (i) any claim arising out of any
                  Hazardous Materials which are brought to or introduced to the
                  Premises from and after the date of this Lease by persons or
                  entities other than Landlord, its agents, employees,
                  contractors or representatives, or (ii) any claim by Tenant
                  for lost profits, interruption of business activities or any
                  other claims for damage or losses of a consequential nature.

         (c)      Neither Tenant nor its agents, employees, or contractors shall
                  cause or permit Hazardous Materials to be brought upon, kept
                  or used in, on, or about the Premises except as permitted
                  under and in full compliance with all Environmental Laws. If
                  Tenant obtains knowledge of the acts or suspected release of a
                  hazardous material, then Tenant shall promptly notify Landlord
                  of such acts or suspected release. Tenant shall immediately
                  notify Landlord of any inquiry, test, investigation or
                  enforcement proceeding by or against Tenant involving a
                  release. If Tenant or its agents, employees, or contractors
                  shall cause or permit a release, then Tenant shall promptly
                  notify Landlord of such release and Immediately begin
                  investigation and remediation of such release as required by
                  all Environmental Laws. Tenant shall indemnify, defend and
                  hold Landlord, its affiliates, subsidiaries, employees,
                  agents, officers, directors, invitees, contractors and their
                  respective successors and assigns harmless from and against
                  all loss, liability, suits, fines, damages, judgments,
                  penalties, claims, charges, costs and expenses (including
                  reasonable attorneys fees) attributable to the introduction of
                  Hazardous Materials to the Premises from and after the date
                  hereof and during the term of this Lease or Tenant's occupancy
                  of the Premises by persons or entities other than Landlord,
                  its agents, employees, contractors or representatives.

                                       19

         (d)      As used herein, Hazardous Materials shall mean any material or
                  substance (i) defined as a "hazardous substance" pursuant to
                  the Comprehensive Environmental Response, Compensation and
                  Liability Act (42 USC Section 9601, et seq.), and all
                  amendments thereto and regulations promulgated thereunder;
                  (ii) containing gasoline, oil, diesel fuel or other petroleum
                  products; (iii) defined as a "hazardous waste" pursuant to the
                  Federal Resource Conservation Recovery Act (42 USC Section
                  6901, et seq.) and amendments thereto and regulations
                  promulgated thereunder; or (iv) the presence of which requires
                  investigation or remediation or which or becomes defined as a
                  "hazardous waste" or "hazardous substance" under any statute,
                  regulation or ordinance of any federal, state or local
                  governmental authority having jurisdiction over the Premises
                  ("Applicable Laws"). The respective indemnification
                  obligations of Landlord and Tenant under this Section shall
                  survive the expiration or termination of this Lease.

         (e)      As used herein, Environmental Laws means those laws relating
                  to the storage, use, generation, manufacture, installation,
                  release, discharge, or disposal of "Hazardous Materials."

33.01    This Lease and the Exhibits, attached hereto and forming a part hereof,
         set forth all of the covenants, agreements, stipulations, promises,
         conditions and understandings between Landlord and Tenant concerning
         the Premises, and there are no covenants, agreements, stipulations,
         promises, conditions or understanding, either oral or written, between
         them other than herein set forth.

                              SECTION 34: GENERAL

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

34.02    Any waiver or waivers by Landlord of any of the provisions of this
         Lease will not constitute a waiver of any later breach of that
         provision, and any consent or approval given by Landlord with respect
         to any act, neglect or default by Tenant will not waive or make
         unnecessary Landlord's consent or approval with respect to any later
         similar act, neglect or default by Tenant.

34.03    Topical headings appearing in this Lease are for convenience only. They
         do not define, limit or construe the contents of any Paragraphs or
         Clauses.

                                       20

34.04    This Lease can be modified or amended only by a written agreement
         signed by Landlord and Tenant.

34.05    All provisions of this Lease are and will be binding on the heirs,
         executors, administrators, personal representatives, successors and
         assigns of Landlord and Tenant.

34.06    The laws of the State of Michigan will control in the construction and
         enforcement of this Lease.

                           SECTION 35: EXISTING CABLE

35.01    The parties acknowledge that there is currently running through the
         Premises a cable which connects the buildings on either side of the
         Premises. Tenant shall maintain the cable in good condition and repair
         except for normal wear and tear and casualty damage (including the
         replacement of parts and equipment, if necessary). Tenant shall not
         remove or replace the cable without Landlord's prior written consent,
         which consent shall not be unreasonably withheld.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date set forth at the outset hereof.

WITNESSES:                                LANDLORD:

                                          PENOBSCOT LAND COMPANY, A MICHIGAN
                                          CO-PARTNERSHIP

____________________________              By: ______________________________
                                              Thomas T. Beeler
                                              Its: Managing General Partner

                                          TENANT:

                                          ASSET ACCEPTANCE CORP., A MICHIGAN
                                          CORPORATION

____________________________              By: ______________________________
                                              N.F. Bradley
                                              Its: President

                                       21

____________________________

____________________________              By: ______________________________
                                              N.F. Bradley
                                              Its: President
____________________________

                                          FINANCIAL CREDIT CORP., A MICHIGAN
                                          CORPORATION

____________________________              By: ______________________________
                                              N.F. Bradley
                                              Its: President
____________________________

                                          CITY FINANCIAL CORP., A MICHIGAN
                                          CORPORATION

____________________________              By: ______________________________
                                              N.F. Bradley
                                              Its: President
____________________________

____________________________              By: ______________________________
                                              Thomas T. Beeler
                                              Its: Managing General Partner
____________________________

EXHIBIT A

LEGAL DESCRIPTION

City of Warren, County of Macomb, State of Michigan, described as:

Lots 14, 15 and 16, Denton Industrial Subdivision as recorded in Liber 78, pages 24, 25 and 26 of Plats, Macomb County Records, together with that certain building consisting of approximately 22,000 square feet and all improvements located thereon.

Commonly known as 6985 Miller Drive, Warren, Michigan.

EXHIBIT 10.8

LEASE

LANDLORD: WARREN TROY INVESTMENTS, a Michigan Co-Partnership

TENANT: ASSET ACCEPTANCE CORPORATION, a Michigan Corporation

Dated for reference purpose as of: June, 1999

ARTICLE A

DEFINED TERMS, EXHIBITS AND PREAMBLE

A-1. DEFINED TERMS. Each reference in this Lease to any of the terms described in this Article A shall mean and refer to the following: other terms are as defined in this Lease:

(a) LANDLORD: WARREN TROY INVESTMENTS, a Michigan Co-Partnership 21650 W. Eleven Mile Rd., Suite 200 Southfield, MI 48076

(b) TENANT: ASSET ACCEPTANCE CORPORATION, a Michigan Corporation Harper Ave.

St. Clair Shores, MI 48080

(c) LOCATION OF DEMISED PREMISES: (Address) 7027 Miller Rd.

Warren, MI

(d) APPROXIMATE SQUARE FOOTAGE OF DEMISED PREMISES: 22,500

(e) TERM: Five (5) years. Three (3) months*(Expiring 8/31/04)

(f) FIXED RENT: $1,062,450 per total Rental Period.

Commencing 9/1/99

(g) RENT PER MONTH: $16,563.00 (1st Year) $17,970.00 (4th Year)

                       $17,031.00  (2nd Year)    $18,438.00  (5th Year)

                       $17,500.00  (3rd Year)    *June, 1999      -0- Rent
                                                  July, 1999      $4,143.00
                                                  August, 1999    $8,283.00

(h)  SCHEDULED TERM COMMENCEMENT DATE: 6/1/99

(i)  SECURITY DEPOSIT: $20,000.00

(j) LIABILITY INSURANCE LIMITS: $500,000/$1,000,000/$300,000

(k) LANDLORD'S ADDRESS: 21650 W. Eleven Mile Rd., Suite 200 Southfield, MI 48076

(l) TENANT'S ADDRESS: 23550 Harper Ave.

St. Clair Shores, MI 48080

(m) PERMITTED USES: Office

A-2. EXHIBITS. The following Exhibits, and Riders, if any, are attached to this Lease after the signatures and are incorporated herein by reference thereto.

Legal description of Parcel. Land located in the City of Warren, County of Macomb and State of Michigan described as Lots 17, 18, and 19 Denton Industrial Subdivision, as recorded in Liber 78, Page 24 of Plats, Macomb County Records.

Rider Nos. 1 through 1, inclusive. (Option to Renew)

A-3. PREAMBLE. Landlord hereby leases to Tenant, and Tenant hereby leases and accepts from Landlord, that certain real property more particularly described in Exhibit A (the "Parcel") and the "Improvements," as hereinafter defined, (together the "Demised Premises") for the Term and upon the covenants and conditions hereinafter specified.

ARTICLE B

ARTICLE C

COMMENCEMENT OF TERM

The Term of this Lease shall commence upon the execution of the Lease by Tenant and Landlord, but not later than June 18, 1999. Tenant shall pay -0- Rent for June, $4,143.00 monthly rent for July and $8,285.00 monthly rent for August, 1999.

C-1. DELAY OF POSSESSION. If Landlord shall be unable for any reason to give possession of the premises on the date of the commencement of the term hereof, Landlord shall not be subject to any liability for the failure to give possession on such date but the rent to be paid herein shall not commence until the premises are ready for occupancy by Tenant. No such failure to give possession on the date of the commencement of the term shall affect tile validity of this Lease or the obligations of Tenant hereunder. If permission is given to Tenant to enter into possession of tile premises, or to occupy premises, prior to the date specified as the commencement of the term of this Lease, Tenant covenants and agrees that such occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this Lease.

C-2. COMMENCEMENT DATE. On the commencement date or within a reasonable time thereafter upon request by Landlord, Tenant shall execute a written instrument confirming the Commencement Date and the date on which the term shall end, and such other information as either Landlord or mortgagee of Leased property shall request.

C-3. ACCEPTANCE OF PREMISES. Landlord and Tenant acknowledge that Tenant is taking the Premises in "as is" condition. Tenant acknowledges that it has inspected the Premises and is satisfied with the physical condition there of apparent from said viewing. By accepting possession of the Premises, Tenant acknowledges that it is satisfied with the physical condition

of the Premises at the time of accepting possession. Tenant acknowledges that no representations or warranties concerning the condition of the Premises have been made by Landlord or any agent, officer or employee of Landlord, other than those expressed herein. Landlord shall have no obligations or responsibility to make any repairs, renovations or improvements to the Premises whatsoever.

ARTICLE D

RENT

D-1. FIXED RENT. Tenant shall pay the Fixed Rent (which includes taxes and insurance) to Landlord in advance upon the first day of each month of the Term, at Landlord's address or at such other place designated by Landlord in a notice to Tenant, without any prior demand therefore and without any deduction or set-off whatsoever. If the Term shall commence on a day other than the first day of a month or end on a day other than the last day of a month, then Tenant shall pay, upon the commencement date of the Term and the first day of the last month, a pro-rata portion of the Fixed Rent, prorated on a per diem basis, with respect to the portions of the month included in the Term.

D-2. ADDITIONAL RENT. Tenant shall pay to Landlord as additional rent under this Lease ("Additional Rent"), prorated on a monthly basis, (a) all amortization of the costs, including financing costs, for capital expenditures required by a governmental entity for energy conservation, life safety or other purposes; and
(b) all other charges required to be paid by Tenant to Landlord hereunder, including, without limitation, payments for taxes and assessments as defined in
Section E-1, maintenance expenses, insurance and costs of repairs. Tenant shall pay Additional Rent upon written demand by Landlord. "Rent" shall mean Fixed Rent and Additional Rent.

ARTICLE E

TAXES AND ASSESSMENTS

E-1. PAYMENT OF TAXES AND ASSESSMENTS. Tenant agrees to pay as additional rental all water rates, assessments. general or special, and other governmental levies and charges general and special, ordinary and extraordinary, and any increase in real estate taxes over and above $28,500.00 per tax year, and Tenant shall pay such tax increase within ten (10) days of Landlord forwarding or evidence of such tax increase to Tenant. Any property tax increase over $ 28,500.00 per tax year, and assessments for the first and last year of the original term or any extended terms as the case may tie shall be prorated between Landlord and Tenant so that the Tenant will be responsible for any such tax or assessment attributable to the period during which the Tenant has possession of the premises in the year in which the Lease is terminated. Proration shall be on the due date basis.

E-2. SUBSTITUTE TAX. In the event that during the term of this lease (i) the real property taxes levied or assessed against the real property shall be reduced or eliminated, whether the cause thereof is a judicial determination of unconstitutionality, a change in the nature of the taxes imposed, or otherwise, and (ii) there is levied, assessed or otherwise imposed upon the Landlord, in substitution for all or part of the tax thus reduced or eliminated, a tax (hereinafter called the

"Substitute Tax") which imposes a burden upon Landlord by reason of its ownership of the real property, then to the extent of such burdens the Substitute Tax shall be deemed a real estate tax and shall be paid by Tenant, or any increase over the base tax year of such Substitute Tax shall be paid by Tenant.

E-3. LANDLORD'S RIGHT. If any tax or assessment is not paid as required by this Article E, then, at its sole option, Landlord may, but shall not be required to, pay the same and shall be entitled to repayment by Tenant as Additional Rent.

E-4. CONTEST. Upon at least ten (10) days prior notice to Landlord, Tenant may in good faith contest, seek to abate or otherwise challenge any tax or assessment in either Tenant's name or Landlord's name, or both, and may take any and all action with respect thereto as it may deem necessary or advisable. Landlord shall not pay said tax or assessment or otherwise prejudice such contest and shall cooperate with Tenant and execute such papers as may from time to time be needed or desired by Tenant to bring, defend or facilitate such proceedings; provided, however, that any such action shall be at Tenant's own cost and expense and without cost or expense to the Landlord or the Demised Premises. No such action shall be taken or maintained by Tenant without Tenant's first delivering to Landlord an indemnity agreement from a solvent licensed surety company, in an appropriate sum, guaranteeing to hold Landlord and the Demised Premises free and harmless from loss, cost, expense or liability in connection with or arising out of any such action. All refunds and abatements, net of any costs or expenses incurred by Landlord in connection therewith, shall belong to Tenant to the extent Tenant has paid such tax or assessment.

E-5. PERSONAL PROPERTY TAXES. Tenant shall pay or cause to be paid, prior to delinquency, any and all taxes and assessments levied upon all trade fixtures, inventories and other personal property placed in and upon the Demised Premises by Tenant.

ARTICLE F

INSURANCE AND INDEMNITY

FIRE INSURANCE AND EXTENDED COVERAGE

F-1. COVERAGE. Landlord and Tenant agree that Landlord shall obtain insurance during the term of the Lease and any extension thereof in order to keep the building and all other improvements to the Demised Premises insure; for the full replacement cost thereof, as determined by Landlord against loss by fire with standard extended risk coverage, excess liability coverage, vandalism and malicious mischief and business interruption insurance to provide rental income irrespective of any casualty or loss in an amount adequate to cover the obligations of Tenant under the Lease. Such insurance carried by Landlord shall have a $1,000.00 deductible clause and Tenant shall self insure to the extent of said $1,000.00.

F-2. COST OF POLICY. Tenant shall be obligated to reimburse Landlord when a total of all such insurance costs incurred by Landlord exceeds $1,500.00 per year, and prorated if necessary for the first and last yea of the original term or any extended term. Tenant shall pay the increase over $1,500.00 of invoiced amount to Landlord within ten (10) days of Lessor furnishing notice to Lessee.

F-3. TENANT'S LIABILITY INSURANCE. Tenant agrees that it will obtain, at or prior to the commencement of the Lease Term and maintain at all times thereafter until the termination of this Lease, for the mutual benefit of Landlord, Landlord's mortgagee, and of Tenants, and naming Landlord and Landlord's mortgagee as insured parties, general public liability insurance including blanket contractual coverage against claims for or arising out of personal injury, death or property damage, occurring in, on, or about the Demised Premises or property in, on, or about the streets, sidewalks or premises adjacent to the Demised Premises, such insurance to afford protection to the limit at the beginning of the term of not less than $500,000.00 Dollars with respect to injury or death of a single person, and to the limit of not less than $1,000,000.00 Dollars with respect to any one occurrence, and to the limit of not less than $300,000.00 Dollars with respect to any one occurrence of property damage and thereafter in such changed amounts as the Landlord may reasonably require. Tenant shall furnish evidence suitable to Lessor that such insurance policy or policies are in force at or prior to the commencement of the original term of the Lease and shall continue to provide Landlord with such evidence with respect to such policies as are from time to time in force until die termination of this Lease. Such policy or policies shall provide for thirty (30) days prior written notice to Landlord or cancellation.

F-4. TENANT'S PROPERTY INSURANCE. Tenant shall assume the risk of damage to any fixtures, goods, inventory, merchandise, equipment, furniture and Tenant's leasehold improvements, and Landlord shall not be liable for injury to Tenant's business or any loss of income therefrom relative to such damage. Tenant shall maintain the following coverage with respect to such items during the Term of this Lease.

(a) Against fire, extended coverage, vandalism, malicious mischief and all risks, upon property of every description and kind owned by Tenant and located within the Demised Premises or for which Tenant is legally liable, or installed by or on behalf of Tenant, including, without limitation, furniture, fittings, installations, including Tenant improvements and betterment, fixtures and any other personal property, in an amount not less than ninety percent (90%) of the full replacement cost thereof. In the event that there shall be a dispute as to the amount which comprises full replacement cost, the decision of Landlord or Landlord's first mortgagee shall be conclusive;

(b) Broad form boiler and machinery insurance on a blanket repair and replacement basis with limits per accident not less than the replacement cost of all Tenant's leasehold improvements and of all boilers, pressure vessels, air-conditioning equipment, miscellaneous electrical apparatus and all other insurable objects owned or operated by the Tenant or by others (other than Landlord) on behalf of Tenant in the Demised Premises, or relating to or serving the Demised Premises;

(c) Loss of income and extra expense insurance in such amounts as will reimburse Tenant for direct and indirect loss of earnings attributable to all perils commonly insured against by prudent Tenants or attributable to prevention of access to the Demised Premises as a result of such perils; and

(d) Worker's compensation insurance covering all Tenant's employees working in the Demised Premises.

F-5. TENANT'S INSURANCE CERTIFICATES. Tenant shall furnish to Landlord, upon the date of commencement of the Term of this Lease and thereafter within thirty (30) days prior to the expiration of each such policy, a certificate of insurance issued by the insurance carrier of each policy of insurance carried by Tenant pursuant hereto. Said certificates shall) expressly provide that such policies shall not be cancelable or subject to reduction of coverage or otherwise be subject to modification except after thirty (30) days prior written notice by registered mail to the parties named as insureds in this Section F-5. Landlord, its successors and assigns, and any entities holding any interest in the Demised Premises, including, without limitation, any ground lessor and the bolder of any fee or leasehold mortgage, shall be named as insureds under each such policy of insurance except worker's compensation insurance, maintained by Tenant pursuant to this Lease.

F-6. TENANT'S FAILURE. If Tenant fails to maintain any insurance required in this Lease, Tenant shall be liable for any loss or cost resulting from said failure. This Section F-6 shall not be deemed to be a waiver of any of Landlord's rights and remedies under any other provision of this Lease.

F-7. WAIVER OF SUBROGATION. All insurance as required by either party, shall include provisions denying to the insurer acquisition by subrogation of rights of recovery against the other party to the extent the rights have been waived by the insured prior to occurrence of loss or injury. The other party shall be entitled to have certificates of the policies containing either provisions. Tenant shall not acquire as an insured under any insurance on the Building, or as a payee of any such insurance proceeds, any right to participate in the adjustment of loss or to receive the proceeds. Each party, notwithstanding any provisions of this Lease to the contrary, waives any rights or recovery against the other for loss or injury against which the waiving party is protected by insurance containing provisions denying to the insurer acquisition of rights by subrogation.

F-8. INDEMNIFICATION OF LANDLORD. Tenant shall indemnify and hold Landlord and the Demised Premises harmless from and against (a) any and all liability, penalties, losses, damages, costs and expenses, demands, causes of action, claims or judgments arising from or growing out of any injury to any person or persons or any damage to any property as a result of any accident or other occurrence during the Term of this Lease occasioned by any act or omission of the Tenant, its officers, employees, agents, servants, subtenants, concessionaires, licensees, contractors, invitees or permittees, or arising frog or growing out of the rue, maintenance, occupation or operation of the Demised Premises during the Term of this Lease; and (b) from and against all legal costs and charges, including reasonable attorneys' fees, incurred with respect to any of such matters mind the defense of any action out of the same or in discharging the Demised Premises or any part thereof from any and all liens, charges or judgments which may accrue or be placed thereon by reasons of any act or omission of the Tenant; provided, however, that Tenant shall not be required to indemnify Landlord for any damage or injury of any kind arising as the result of Landlord's willful acts or those of its agent or employees.

F-9. DISTRIBUTION OF AWARD. In the event of damage to or destruction of the Demised Premises entitling Landlord to terminate this Lease pursuant to Article K hereinbelow, and if Landlord terminates this Lease, Tenant will immediately pay to Landlord all of its insurance proceeds, if any, relating to Tenant's leasehold improvements and alterations (but not to Tenant's trade fixtures, equipment, furniture or other personal property of Tenant) installed at Landlord's

expense in the Demised Premises, or the portion of the insurance proceeds, if any, relating to the amortized portion, amortized on a straight line basis. over the Lease Term, of Tenant's leasehold improvements and alterations if not installed at Landlord's expense.

ARTICLE G

REPAIRS, MAINTENANCE AND ALTERATIONS

G-1. TENANT REPAIRS AND MAINTENANCE. Landlord shall put in proper running condition all HVAC equipment and make any repairs during the first 90 days of the Lease, beginning September 1, 1999. Tenant shall, at Tenant's sole cost and expense, keep, maintain, replace, and repair the Demised Premises including without limitation, all floors, subfloors, floor coverings, windows, ceilings, roofs (interior), walls (interior), fixtures, doors, electrical and lighting equipment, plumbing, beating, air-conditioning (Tenant shall procure and maintain, at Tenant's expense, an air-conditioning maintenance contract, a copy of which shall be delivered to Landlord, which shall call for a minimum of two service inspections per year, in the Spring and Fall, and changing all filters four times per year), ventilating systems, driveways, walkways, parking lots, loading areas, fences, signs, lawns and landscaping (including, but not limited to watering, and also fertilizing lawns and trees at a minimum of four times per year, maintaining and replacing when necessary any shrubbery or other landscaping provided by Landlord) in all respects in good repair. Tenant shall, at Tenant's own expense, immediately replace all glass in the Demised Premises that may be broken during the Term with glass at least equal to the specification and quality of the glass so replaced. Notwithstanding the foregoing, Landlord shall have the option at any time without cause to assume any or all of the foregoing maintenance and repair responsibilities and to require Tenant to reimburse Landlord, as Additional Rent, for the cost of all such services, together with an accounting and management services fee of ten percent (10%) of the cost of such repair or services.

G-2. LANDLORD'S RIGHTS. If Tenant fails to perform Tenant's obligations under
Section G-1, or under any other provision of this Lease or, if Landlord otherwise deems it reasonably necessary to do so, Landlord shall have the option to enter. upon the Demised Premises after ten (10) days prior written notice to Tenant, or in the case of an emergency immediately without prior notice, in order to perform such obligations on Tenant's behalf and put the Demised Premises in good order, condition, and repair. The cost of such performance by Landlord together with interest thereon at the maximum rate then allowable by law shall become due and payable as Additional Rent to Landlord.

G-3. LANDLORD'S OBLIGATIONS. Except for the obligations of Landlord under Article K (Damage or Destruction) and Article L (Eminent Domain), it is intended by the parties to this Lease that Landlord has no obligation whatsoever to repair and maintain the Demised Premises nor the equipment therein, whether structural or nonstructural, all of which obligations are intended to be those of the Tenant under Section G-1 except roof and four outer walls. Tenant expressly waives the benefit of any statute or regulation which would otherwise afford Tenant the right to make repairs Landlord's expense or to terminate this Lease because of Landlord's failure to keep the Demised Premises in good order, condition and repair. Landlord shall not be liable to Tenant for injury or damage that may result from any defect in the construction or condition of the Demised

Premises. Tenant waives any right to make repairs at the expense of Landlord under any law, statute or ordinance now or hereafter in effect.

G-4. ALTERATIONS.

(a) INSTALLATION AND REMOVAL. Tenant shall not, without Landlord's prior written consent, make any alterations, improvements or additions, including lighting fixtures, space beaters, air-conditioning, electrical equipment, power panels, plumbing, carpeting, window covering, air lines and fencing or change the exterior paint or type of exterior materials (collectively "Alterations"), in, on or about the Demised Premises. In no event shall Tenant be entitled to penetrate the exterior of the Building or roof with respect to any alteration without Landlord's prior written approval. Landlord may require that Tenant remove any or all of said Alterations at the expiration of the Term and restore the Demised Premises to their prior condition. Should Tenant make any Alterations without the prior approval of Landlord, Landlord may require that Tenant remove any or all of the same.

(b) PLANS AND PERMITS. Any Alterations in or about the Demised Premises that Tenant shall desire to make and which require the consent of the Landlord shall be presented to the Landlord in written form, with proposed detailed plans. If Landlord shall give its consent, the consent shall be deemed conditioned upon Tenant's acquiring a permit to do so from appropriate governmental agencies, the furnishing of a copy thereof to Landlord prior to the commencement of the work and the compliance by Tenant of all conditions of said permit in a prompt and expeditious manner. In considering whether or not to issue Landlord's prior written consent to any Alteration, Landlord shall have the right to require Tenant to take all seasonable necessary steps to avoid potential mechanics or materialmen's liens, including requiring Tenant to obtain a payment or performance bond, requiring that Tenant use only creditworthy subcontractors, requiring that Tenant obtain lien releases during the progress of construction and requiring that Tenant hold back a percentage of the cost of construction until lien free completion has occurred. Tenant shall reimburse to Landlord, on demand, Landlord's reasonable costs of review and approval of such plans and permits, including any out-of-pocket costs incurred by Landlord for any third party services contracted for by Landlord to assist Landlord in connection with its work of review and approval.

(c) EXPIRATION OF TERM. Unless Landlord requires their removal, as set forth in Subsection G-4(a), all Alterations which may be made on the Demised Premises shall become the property of Landlord and remain upon tend be surrendered with the Demised Premises at the expiration of the Term. Notwithstanding the provisions of this Subsection G-4(c), Tenant's machinery and equipment, other than that which is affixed to the Demised Premises so that it cannot be removed without material damage to the Demised Premises, shall remain the property, of the Tenant and may be removed by Tenant.

*Landlord shall put in proper running condition all HVAC equipment and make an repairs during the first 90 days of the Lease, beginning in September 1, 1999.

G-5. WORKMANLIKE QUALITY. All repairs, alterations, additions, and restoration by Landlord or Tenant hereinafter required or permitted shall be done in a good and workmanlike manner and in

compliance with all applicable laws and lawful ordinances, bylaws, regulations and orders of governmental authority and of the insurers of the Building.

G-6. LIENS. Tenant shall promptly pay and discharge all claims for services, supplies, labor or materials furnished or alleged to have been furnished to or for Tenant at or for use in the Demised Premises, which claims tie or may be secured by any mechanics' or materialmen's lieu against the Demised Premises or any interest therein. Tenant shall give Landlord not less than ten (10) days notice prior to the commencement of any work in the Demised Premises, and Landlord shall have the right to post notices of non-responsibility in or on the Demised Premises as provided by law. If Tenant shall, in good faith, contest the validity of any such lien, claim, or demand, then Tenant shall, at its sole expense, defend itself and Landlord against the same and shall pay and satisfy any adverse judgment that may be rendered thereon before the enforcement thereof against the Landlord or the Demised Premises, upon the condition that if Landlord shall require Tenant shall furnish to Landlord a surety bond satisfactory to Landlord in an amount equal to such contested lien, claim or demand indemnifying Landlord against liability for the same and holding the Demised Premises free from the effect of such lien or claim. If any such lien is filed, Landlord may, but shall not be required to, take such action or pay such amount as may be necessary to remove such lien; and Tenant shall pay Landlord as Additional Rent any such amounts expended by Landlord together with interest thereon at the highest legal rate from the date of expenditure.

G-7. SURRENDER. On the last day of the Term hereof, or on any sooner termination, Tenant shall surrender the Demised Premises to Landlord in the same condition as when received, broom clean, carpets steam cleaned, ordinary wear and tear excepted. Tenant shall repair any damage to the Demised Premises occasioned by the removal of Tenant's trade fixtures, furnishings and equipment as more particularly provided in Article H hereinbelow, which repair shall include the patching and filling of holes within the Demised Premises, repair of structural damage, resurfacing of the parking areas if the parking areas require the filling of holes or the patching of broken-up material, and the repair of the roof surface including resurfacing if deemed reasonably necessary by Landlord after inspection of the roof. All penetrations of the roof shall be resealed and water-tight. In no event may Tenant remove from Demised Premises any mechanical or electrical systems, including beating or ventilating, air lines, power panels, electrical distribution system, lighting fixtures, space beaters, air-conditioning, plumbing, window shades, blinds or drapes, unless Landlord specifically permits such removal in writing.

ARTICLE H

TENANT'S FIXTURES AND PERSONAL PROPERTY

Except as may be otherwise provided in Section G-4 above, Tenant, at Tenant's sole cost and expose, may install any necessary trade fixtures, equipment and furniture in the Improvements, provided that such items are installed and removable without damage to the structure of the Building. Landlord reserves the right to approve or disapprove of curtains, draperies, shades, paint, wallpaper, or other interior improvements on wholly aesthetic grounds. Such improvements must be submitted for Landlord's written approval prior to installation, or Landlord may remove or replace such items at Tenant's sole expense. Said trade fixtures, equipment, and furniture shall remain Tenant's property and shall be removed by Tenant upon

expiration of the Term, or earlier termination of this Lease. Upon Landlord's prior written approval, Tenant may make structural alterations and may also install temporary improvements in the Improvements, provided that such temporary improvements are installed and are removable without damage to the structure of the Building. Such temporary improvements shall remain the property of Tenant and shall be removed by Tenant upon expiration of the Term, or earlier termination of this Lease, unless Tenant is then in default hereunder in which event Landlord hereby is granted a security interest in such property of Tenant to secure the performance of Tenant's obligations hereunder. Tenant sill repair, at its sole expense, all damage caused by the installation or removal of trade fixtures, equipment, furniture or temporary improvements. If Tenant fails to remove the foregoing items on termination of this Lease, Landlord may keep and use them or remove any or all of them and cause them to be stored or sold in accordance with applicable law. Landlord may require Tenant to execute on demand any reasonable security agreement or UCC-I form to evidence said security interest.

ARTICLE I

UTILITIES AND EASE

I-1. UTILITIES. Tenant shall be solely responsible for and pro pay all charges for beat, water, gas, electricity, sewage disposal, telephone, and any other utilities used or consume n the Demised Premises. Landlord shall not be liable to Tenant for interruption in or curtailment of any utility service, unless grossly negligent nor shall any such interruption or curtailment constitute a constructive eviction or grounds for rental abatement in whole or in part hereunder.

I-2. EASEMENTS. Landlord reserves the right to grant easements on the Parcel, make boundary adjustments to the Parcel and dedicate for public use portions of the parcel without Tenant's consent provided that no such grant or dedication shall interfere with Tenant's use of the Demised Premises or otherwise cause Tenant to incur cost or expense. From time to time upon Landlord's demand, Tenant shall execute, acknowledge and deliver to Landlord in accordance with Landlord's instructions any and all documents or instruments necessary to effect Tenant's covenants herein.

ARTICLE J

USE OF PREMISES

J-1. GENERAL. The Demised Premises shall be used for the uses consistent with the Declaration of Covenants and Restrictions and any supplement thereto. Tenant shall, at Tenant's sole cost and expense, comply with all of the requirements of the Declaration of Covenants and Restrictions, municipal, county, state, federal and other applicable governmental authorities, now in force, or which may hereafter be in force, pertaining to the Demised Premises shall not permit outside storage, fences, heavy machinery of a pounding or vibrating nature, or dumping of waste or refuse nor permit any harmful materials to be placed in any drainage system or sanitary system, and shall secure all necessary permits for the use of the Demised Premises and shall faithfully observe, in the use of the Demised Premises, all municipal and county ordinances and state and federal statutes now in force, or which may hereafter be in force. Tenant shall obtain, at its expense, any required certificate of occupancy with respect to its use of the Demised Premises

within thirty (30) days from the commencement of the Term hereof and shall deliver a copy thereof to Landlord within said thirty (30) day period. Tenant in its use and occupancy of the Demised Premises shall not commit waste, nor overload the walls, ceilings, roof, floors or structure, nor subject the Demised Premises to -any use which would tend to damage any portion thereof, nor permit any nuisance therein or thereupon such as offensive sound, light, or odor.

J-2. HAZARDOUS WASTE.

(a) Tenant shall not spill, introduce, discharge or bury any toxic chemical, substance or contaminant of any kind in, on, or under the Premises or any portion thereof, or permit the discharge thereof into the sanitary or storm sewer or water systems serving the Premises, or into any municipal or other governmental water system or storm and/or sanitary sewer system without first obtaining the written consent of Landlord (which may be withheld in Landlord's sole and absolute discretion), and in any event without first obtaining the written license, permit or other approval of all governmental agencies having jurisdiction thereover. In any event, Tenant shall employ all safeguards and procedures necessary or appropriate to protect such systems from contamination. Tenant shall be solely responsible, at its expense, for the control and proper handling of any toxic chemicals or other substances used or stored on the Premises in connection with Tenant's business conducted therein. Tenant shall undertake, at its expense, any necessary and/or appropriate clean-up process in connection with any breach of the foregoing covenant, and without limiting Tenant's other indemnity or insurance obligations under this Lease, Tenant shall indemnify and hold harmless Landlord from and against all liability, whether direct, indirect, consequential or otherwise, arising from any incident or occurrence on or about the Premises attributable in whole or in part to Tenant and pertaining to tonics. The obligation of Tenant under this paragraph, including expressly but without limitation the foregoing indemnity, shall survive the expiration or earlier termination of this Lease, anything to the contrary contained herein notwithstanding.

(b) For purposes of this Section 1-2 and the indemnification herein provided, "Hazardous Materials" includes, without limitation, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances or related materials defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq. the Hazardous Materials Transportation Act as amended (49 U.S.C. Section 1801 et seq. and in the regulations adopted and publications promulgated pursuant thereto, and any other present or future federal, state or local and governmental law, ordinance, rule or regulations.

J-3. SIGNS. Any sign placed or erected by Tenant on the Demised Premises, except in the interior of the Improvements, shall contain only Tenant's name or the name of any affiliate of Tenant actually occupying the Demised Premises, and no advertising matter. No such sign shall be erected until Tenant has obtained Landlord's written approval of the location, material, size, design, and content thereof and any necessary permit therefor. Tenant shall remove any such sign upon termination of this Lease and shall return the Demised Premises to their condition prior to the placement or erection of said sign.

ARTICLE K

DAMAGE BY FIRE OR OTHER CASUALTY

K-1. FIRE DAMAGE. It is understood and agreed that if the premises hereby Leased be damaged or destroyed in whole or in part by fire or other casualty during the term hereof, the Landlord will repair and restore the same to good tenantable condition with reasonable dispatch after receipt by Landlord of insurance proceeds, and that the rent herein provided for shall abate entirely in case the entire premises are untenantable and pro rata for the portion rendered untenantable, in case a part only is untenantable, until the same shall be restored to a tenantable condition; provided, however, that if the Tenant shall fail to adjust his own insurance or to remove his damaged goods, wares, equipment or property within a reasonable time, and as a result thereof the repairing and restoration is delayed, there shall be no abatement of rental during the period of such resulting delay, and provided further that there shall be no abatement of rental if such fire or other cause damaging or destroying the lease premises shall result from the negligence or willful act of the Tenant, his agents or employees, and provided further that if the Tenant shall use any part of the leased premises for storage during the period of repair a reasonable charge shall be made therefor against the Tenant, and provided further that in case the lease premises, or the building of which they are a part, shall be destroyed to the extent of more than one-half of the value thereof, the Landlord may, at his option, terminate this Lease forthwith by a written notice to the Tenant.

ARTICLE L

EMINENT DOMAIN

L-1. TAKING OF BUILDING. In the event, during the term of this Lease, proceedings shall be instituted under the power of eminent domain which shall result in the taking of any part of the building on the leased premises, or the taking of a portion of the parking area if the dumber of spaces is thereby reduced to such an extent that Tenants business is significantly and adversely affected, and which shall result in an eviction total or partial of the Tenant therefrom then at the time of such eviction, this Lease shall be void and the term above demised shall cease and terminate; and if Tenant shall thereafter continue possession of the premises or any part thereof, it shall be a lease from month to month and for no longer term, anything in this instrument to the contrary notwithstanding. If there is only a partial taking, not including a portion of the building or reducing parking to the extent described in the previous sentence, the Landlord shall restore the premises to the extent necessary to permit Tenant to continue its use of the premises. Provided, further, that the whole of any award for any portion of the leased premises taken by reason of said condemnation proceedings shall be solely the property of and payable to the Landlord; and provided further, that the whole of any award for removal and relocation expenses in any such condemnation proceedings shall be the sole property of, and be payable to the Tenant. It is further agreed that in any such condemnation proceedings the Landlord and Tenant shall each seek its own award and at its own expense.

ARTICLE M

BANKRUPTCY OR INSOLVENCY

M-1. CONDITIONS TO THE ASSUMPTION AND ASSIGNMENT OF THIS LEASE UNDER CHAPTER 7 OF THE BANKRUPTCY CODE. In the event that Tenant shall become a Debtor under Chapter 7 of the Bankruptcy Code, and the Trustee or Tenant shall elect to assume this Lease for the purpose of assigning the same or otherwise, such election and assignment may only be made if all of the terms and conditions of M-3 and M-4, hereof are satisfied. If such Trustee shall fail to elect to assume this Lease within sixty (60) days after the filing of the Petition, this Lease shall be deemed to have been rejected. Landlord shall be thereupon immediately entitled to possession of the Demised Premises without further obligation to Tenant or the Trustee, and this Lease shall be canceled, but Landlord's right to be compensated for damages in such liquidation proceedings shall survive.

M-2. CONDITIONS TO THE ASSUMPTION OF THIS LEASE IN BANKRUPTCY PROCEEDINGS. In the event that a Petition for reorganization or adjustment of debts is filed concerning Tenant under Chapter 11 or 13 of the Bankruptcy Code, or a proceeding is filed under Chapter 7 of the Bankruptcy Code and is transferred to Chapter 11 or 13, the Trustee or Tenant, as Debtor-In-Possession, must elect to assume this Lease within one hundred twenty (120) days from the date of the filing of the Petition under Chapter 11 or 13, or the Trustee or Debtor-In-Possession shall be deemed to have rejected this Lease. No election by the Trustee or Debtor-In-Possession to assume this Lease, whether under Chapter 7, 11 or 13, shall be effective unless each of the following conditions, which Landlord and Tenant acknowledge are commercially reasonable in the context of a bankruptcy proceeding of Tenant, have been satisfied, and Landlord has so acknowledged in writing.

(1) The Trustee or the Debtor-In-Possession has cured, or has provided Landlord adequate assurance (as defined below) that:

(a) Within ten (10) days from the date of such assumption, the Trustee will cure all monetary defaults under this Lease; and

(b) Within thirty (30) days from the date of such assumption, the Trustee will cure all nonmonetary defaults under this Lease.

(2) The Trustee or the Debtor-In-Possession has compensated, or has provided to Landlord adequate assurance (as defined below) that within ten (10) days from the date of assumption Landlord will be compensated for any pecuniary loss incurred by Landlord arising from the default of Tenant, the Trustee, or the Debtor-In-Possession as recited in Landlord's written statement of pecuniary loss sent to the Trustee or Debtor-In-Possession.

(3) The Trustee or the Debtor-In-Possession has provided Landlord with adequate assurance of the future performance of each of Tenant's, the Trustee's or Debtor-In-Possession's obligations under this Lease; provided, however, that:

(a) The Trustee or Debtor-In-Possession shall also deposit with Landlord, as security for the timely payment of rent, an amount equal to three (3) months rent; and

(b) The obligations imposed upon the Trustee or Debtor-In-Possession shall continue with respect to Tenant or any assignee of (his Lease after the completion of bankruptcy proceedings.

For the purpose of this Section M-2, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of Tenant, at a minimum "adequate assurance" shall mean:

(1) The Trustee or the Debtor-In-Possession has and will continue to have sufficient Unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Debtor-In-Possession will have sufficient funds to fulfill the obligations of Tenant under this Lease.

(2) The Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Debtor-In-Possession shall have granted a valid and perfected first lien and security interest and/or mortgage is property of Tenant, the Trustee or Debtor-In-Possession, acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Debtor-In-Possession to cure the monetary and/or nonmonetary defaults under this Lease within the time periods set forth above.

M-3. LANDLORD'S OPTION TO TERMINATE UPON SUBSEQUENT BANKRUPTCY PROCEEDINGS OF TENANT. In the event that this Lease is assumed by a Trustee appointed for Tenant or by Tenant as Debtor-In-Possession under the provisions of Section M-2 hereof and thereafter Tenant is liquidated or files a subsequent Petition for reorganization or adjustment of debts under Chapter 11 or 13 of the Bankruptcy Code, then, and in either of such events, Landlord may, at its option, terminate this (.ease and all rights of Tenant hereunder, by giving Tenant written notice of its election to so terminate, within thirty (30) days after the occurrence of either of such events.

M-4. CONDITIONS TO THE ASSIGNMENT OF THIS LEASE IN BANKRUPTCY PROCEEDINGS. If the Trustee or Debtor-In-Possession has assumed this Lease pursuant to the terms and provisions of Sections M-1 and M-2 hereof, for the purpose of assigning (or elects to assign) Tenant's interest under this Lease or the estate created thereby, to any other person, suck interest or estate may be so assigned only if Landlord shall acknowledge in writing that the intended assignee has provided adequate assurance as defined in this Section M-4 of future performance of all of the terms, covenants and conditions of this Lease to be performed by Tenant.

For purposes of this Section M-1, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding of Tenant, at minimum "adequate assurance of future performance" shall mean that each of the following conditions have been satisfied, and Landlord has so acknowledged in writing:

(a) The assignee has submitted a current financial statement audited by a Certified Public Accountant which shows a net worth and working capital in amounts determined to be sufficient by Landlord to assure the future performance by such assignee of Tenant's obligations under this Lease.

(b) The assignee, if requested by Landlord, shall have obtained guarantees in form and substance satisfactory to Landlord from one or more persons who satisfy Landlord's standards of creditworthiness.

(c) The Landlord has obtained all consents or waivers from any third party required under any lease, mortgage, financing arrangement or other agreement by which Landlord is bound to permit Landlord to consent such assignment.

M-5. USE AND OCCUPANCY CHARGES. When, pursuant to the Bankruptcy Code, the Trustee or Debtor-In-Possession shall be obligated to pay reasonable use and occupancy charges for the use of the Demised Premises or any portion thereof, such charges shall not be less than the minimum rent as defined in this Lease and other monetary obligations of Tenant for the payment of maintenance, real estate taxes, insurance and similar charges.

M-6. TENANT'S INTEREST NOT TRANSFERABLE BY VIRTUE OF STATE INSOLVENCY LAW WITHOUT LANDLORDS CONSENT. Neither Tenant's interest in this Lease, nor any lesser interest of Tenant herein, nor any estate of Tenant hereby created, shall pass to any trustee, receiver, assignee for the benefit of creditors, or any other person or entity, or otherwise by operation of law under the laws of any state having jurisdiction of the person unless Landlord shall consent to such transfer in writing. No acceptance by Landlord of rent or any other payments from any such trustee, receiver, assignee, person or other entity shall be deemed to have waived nor shall it waive the need to obtain Landlord's consent or Landlord's right to terminate this Lease for any transfer of Tenant's interest under this Lease without such consent.

M-7. LANDLORD'S OPTION TO TERMINATE UPON INSOLVENCY OF TENANT OR GUARANTOR UNDER STATE LAW OR UPON INSOLVENCY OF GUARANTOR UNDER FEDERAL BANKRUPTCY CODE. In the event the estate of Tenant created hereby shall be taken in execution or by the process of law, or if any Tenant or Tenant's Guarantor shall be adjudicated insolvent pursuant to the provisions of any present or future insolvency law under state law, or if any proceedings are filed by or against the Guarantor under the Bankruptcy Code, or any similar provisions of any future federal bankruptcy law, or if a Receiver or Trustee of the property of Tenant, or the Guarantor shall be appointed under state law by reason of Tenant's or the Guarantor's insolvency or inability to pay its debts as they become due or otherwise, or if any assignment shall be made of Tenant's or the Guarantor's property for the benefit of creditors under state law; then and in such event Landlord may, at its option, terminate this Lease and all rights of Tenant hereunder by giving Tenant written notice of the election to so terminate within thirty (30) days after occurrence of such event.

ARTICLE N

DEFAULT OF TENANT

N-1. RIGHT TO RE-ENTER. In the event of any failure of Tenant to pay any rental due hereunder within ten (10) days after the same shall be due, or any failure to perform any other of the terms, conditions or covenants of this Leas* to be observed or performed by Tenant for more than thirty (30) days after written notice of such default shall have been mailed to Tenant, or if Tenant or guarantor shall become bankrupt or insolvent, or file any debtor proceedings, or take or have taken against Tenant or guarantor to any court pursuant to any statute either of the United States or any State a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver of trustee of all or a portion of Tenant's or guarantor's property, or if Tenant or guarantor makes an assignment for the benefit of creditors, or petitions for or enters into an

arrangement, or if Tenant shall abandon the Demised Premises, or suffer this Lease to be taken under any writ of execution, then Landlord, besides other rights or remedies it may have, shall have the immediate right of re-entry and may remove all persons and property from the Demised Premises and such property may be removed and stored in a public warehouse or elsewhere at the cost of, and for the account of Tenant, all without service of notice or resort to legal process and without being deemed guilty of trespass, or become liable for any loss or damage which may be occasioned thereby.

N-2. RIGHT TO RELET. Should Landlord elect to re-enter, as herein provided, or should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary in order to relet the Demised Premises, and relet said premises or any part thereof, for such term or terms (which may be for a term extending beyond the term of this Lease) and at such rental or rentals and upon such other terms and conditions as Landlord, in its sole discretion, may deem advisable; upon each such reletting all rentals received by Landlord from such reletting shall be applied, first, to the payment of any indebtedness, other than rent due hereunder from Tenant, to Landlord; second to the payment of any costs and expenses of such reletting, including brokerage fees and attorney's fees and of costs of such alterations and repairs; third to the payment of rent due and unpaid hereunder, and the residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. If such rentals received from such reletting during any month be less than that to be paid during that month by Tenant hereunder, or if Landlord does not relet the Demised Premises, Tenant shall pay any such rental deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of said premises by Landlord shall be construed as an election on its part to terminate this Lease, unless a written notice of such intention be given to Tenant or unless the termination thereof be determined by a court of competent jurisdiction. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should Landlord at any time terminate this Lease for any breach, in addition to any other remedies it may have, it may recover from Tenant all damages it may incur by reason of such breach, including the cost of recovering the Demised Premises, reasonable attorney fees incidental thereto and including the work at the time of such termination of the excess, if any, of the amount of the rent and charges equivalent to the rent reserved in this Lease for the remainder of the stated term over the then reasonable rental value of the Demised Premises for the remainder of the stated term, all of which amounts shall be immediately due and payable by Tenant hereunder.

N-3. CURING OF TENANT'S DEFAULT BY LANDLORD. Notwithstanding anything herein contained to the contrary, if Tenant shall be in default in the performance of any of the terms or provisions of this Lease and if Landlord shall give to Tenant notice in writing of such default, and if Tenant shall fail to cure such default within the time provided under Section N-1 hereof, or immediately, if such default requires emergency action, Landlord may, in addition to its other legal and equitable remedies, cure such default for the account of and at the cost and expense of Tenant and the sums so expended by Landlord shall be deemed to be additional rent and shall be paid by Tenant on the day when rent shall next become due and payable.

ARTICLE O

ASSIGNMENT AND SUBLETTING

O-1. PROHIBITION. Tenant shall not assign, mortgage, pledge or otherwise transfer this Lease, in whole or in part, nor sublet or permit occupancy by any party other than Tenant of all or any part of the Demised Premises, without the prior written consent of Landlord in each instance. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. As Additional Rent hereunder, Tenant shall reimburse landlord for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting.

O-2. LANDLORD'S OPTION.

(a) SUBLESSEE OR ASSIGNEE DATA. In connection with any proposed assignment or sublease, Tenant shall submit to Landlord in writing (i) the name of the proposed assignee or sublessee; (ii) such information as to its financial responsibility and standing as Landlord may reasonably require; and (iii) all of the terms and conditions upon which the proposed assignment or subletting is to he made. Landlord shall have an option to cancel and terminate this Lease, if the request is to assign the Lease or to sublet all of the Demised Premises; or, if the request is to sublet a portion of the Demised Premises only to cancel and terminate this Lease with respect to such portion. Landlord may exercise said option in writing within thirty (30) days after its receipt from Tenant of such request, and in each case such cancellation or termination shall occur as of the date set forth in Landlord's notice of exercise of such option, which shall be not less than sixty (60) nor more than one hundred twenty (120) days following the giving of such notice.

(b) CANCELLATION. If Landlord shall exercise its option, Tenant shall surrender possession of the entire Demised Premises, or the portion thereof which is the subject of the option, as the case may be, on the date set forth in such notice in accordance with the provisions of this Lease relating to surrender of the Demised Premises at the expiration of the Term. If this Lease is canceled as to a portion of the Demised Premises only, the Fixed Rate after the date of cancellation than be reduced as reasonably determined by Landlord.

(c) NONCANCELLATION. If Landlord does not exercise its option to cancel this Lease pursuant to the foregoing provisions, Landlord may withhold its consent to such assignment or subletting, as long as the withholding is not done unreasonably.

(d) ASSUMPTION. No assignment shall be binding upon Landlord, any ground lessor or any mortgagee, unless Tenant shall deliver to Landlord an assignment in recordable form which contains an assumption by the assignee, but the failure or refusal of the assignee to execute such instrument or assumption shall not release or discharge assignee from liability as Tenant hereunder, provided that the terms and provisions of the assignment or subletting shall specifically make applicable to the assignee or sublessee all of the provisions of this Lease.

(e) INDUCEMENT. Tenant understands and acknowledges that the option to terminate this Lease rather than approve the assignment thereof, or the subletting of all or a portion of the

Demised Premises, as provided in this Section 0-2, is a material inducement for Landlord's agreeing to lease the Demised Premises to Tenant upon the terms and conditions herein set forth.

O-3. EXCESS SUBLEASE RENTAL OR ASSIGNMENT CONSIDERATION. If for any sublease or assignment, Tenant receives rent or other consideration (to include cash payment for assignment, etc.), either initially or over the term of the sublease or assignment, in excess of the Rent called for hereunder, or in the case of the sublease of a portion of the Demised Premises, in excess of such Rent fairly allocable to such portion, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account, Tenant shall pay to Landlord, as Additional Rent hereunder, the excess of such payment of rent or other consideration received by Tenant promptly after its receipt.

O-4. SCOPE. The prohibition against assigning or subletting contained in this Article 0 shall be construed to include a prohibition against any assignment or subletting by operation of law. If this Lease be assigned, or if the underlying beneficial interest of Tenant be transferred, or if the Demised Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the net amount collected to the Rent herein reserved and apportion any excess rent so collected in accordance with the terms of Section 0-3 hereof, but rip such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. No assignment of subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall not be released from performing any of the terms, covenants and conditions of this Lease.

O-5. WAIVER. Notwithstanding any assignment or sublease, or any indulgences, waivers or extensions of time granted by Landlord to any assignee or sublessee, or failure by Landlord to take action against any assignee or sublessee, Tenant waives notice of any default of any assignee of sublessee and agrees that Landlord may, at its option, proceed against Tenant without having taken action against or joined such assignee or sublessee, except that Tenant shall have the benefit of any indulgences, waivers and extensions of time granted to any suck assignee or sublessee.

O-6. RELEASE. Whenever Landlord conveys its interest in the Parcel, Landlord shall be automatically released from the further performance of covenants on the part of Landlord herein contained, and from any and all further liability, obligations, costs and expenses, demands, causes of action, claims or judgments arising from or growing out of, or connected with this Lease after the effective date of said release. The effective date of said release shall be the date the assignee executes an assumption of such an assignment whereby the assignee expressly agrees to assume all Landlord's obligations, duties. responsibilities and liabilities with respect to this Lease. If requested, Tenant shall execute a form of release and such other documentation as may be required to further affect the provision of this Section.

ARTICLE P

OFFSET STATEMENT, ATTORNMENT AND SUBORDINATION

P-1. OFFSET STATEMENT. Within ten (10) days after request therefor by Landlord, or, if on any sale, assignment or hypothecation by Landlord of its interest in the Parcel or the Building, an offset statement shall be required from Tenant. Tenant shall deliver. in recordable form, a certificate to any proposed mortgagee or purchaser or to Landlord, certifying (if such be the case) that this Lease is in full force and effect, the date of Tenant's most recent payment of Rent, and that there are no defenses or offsets outstanding, or stating those claimed by Tenant. Tenant's failure to deliver said statement in time shall be conclusive upon Tenant that: (a) this Lease is in full force and effect, without modification accept as may be represented by Landlord, (b) there are no uncured defaults in Landlord's performance and Tenant has no right of offset, counterclaim or deduction against Rent hereunder, and (c) no more than one Rental Period's Fixed Rent has been paid in advance.

P-2. ATTORNMENT. 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 or deed of trust made by the Landlord, its successors or assigns, encumbering the Demised Premises, or any part thereof, or in the event of termination of the ground lease, if any, and if so requested, attorn to the purchaser upon such foreclosure or sale or upon any grant of a deed in lieu of foreclosure and recognize such purchaser as the Landlord under this Lease.

P-3. SUBORDINATION. The rights of Tenant hereunder shall be at the election of any mortgagee encumbering the Demised Premises, subject and subordinate to the lien of any mortgage or mortgages, or the lien resulting from any other method of financing or refinancing now or hereafter in force against the Parcel, and to all advances made or hereafter to be made upon the security thereof; provided, however, that, notwithstanding such subordination, so long as the Tent herein is not in default under any of the terms, covenants and conditions of this Lease, neither this Lease nor any of the rights of Tenant hereunder, upon Tenant's covenanting that Tenant is not in default hereunder, shall be terminated or subject to termination by any trustee's sale, by any action to enforce the security, or by any proceeding or action in foreclosure. If requested, Tenant agrees to execute whatever documentation may be required to further affect the provisions of this Section P-3, and hereby irrevocably appoints Landlord the attorney's fact of Tenant to execute in compliance with Section O-3 and deliver any such instrument or instruments for and in the name of the Tenant.

ARTICLE Q

NOTICES

All notices required to be given hereunder shall be in writing and mailed postage prepaid by certified or registered mail. return receipt requested, or by personal delivery, to the addresses indicated in Subsection A- I (M) and A- I (N), or at such other place or places as either Landlord or Tenant may, from time to time, respectively, designate m a written notice given to the other. Notices shall be deemed sufficiently served four (4) days after the date of mailing thereof.

ARTICLE R

MISCELLANEOUS

R-1. WAIVER. No waiver of any default or breach of any covenant by either party hereunder shall be implied from any omission by either party to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the waiver, and then said waiver shall be operative only for the time and to the extent therein stated. Waivers of any covenant, term or condition. The consent or approval by either party to or of any act by either party requiring further consent or approval shall not be deemed to waive or render unnecessary their consent or approval to or of any subsequent similar acts.

R-2. ACCORD AND SATISFACTION. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent payment herein stipulated shall be deemed to be other than on account of the Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed in accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy provided in this Lease.

R-3. INDIVIDUAL LIABILITY. Anything in this Lease to the contrary notwithstanding, Tenant agrees that the obligations of Landlord under this Lease do not constitute personal obligations of the individual partners, directors, officers, or shareholders of Landlord. and Tenant shall look solely to the real estate that is the subject of this Lease subject to prior rights of mortgagee and to no other assets of the Landlord for satisfaction of any liability in respect of this Lease and will not seek recourse against the individual partners, directors, officers or shareholders of Landlord or any of their personal assets for such satisfaction.

R-4. ENTIRE AGREEMENT. This Lease sets forth all the covenants, promises, agreements, conditions and understandings between Landlord and Tenant concerning the Demised Premises, and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than' as are herein set forth. Except, as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Lease shall be binding upon Landlord of Tenant unless reduced to writing and signed by them.

R-5. TIME. Time is of the essence hereof.

R-6. SHORT FORM LEASE. Concurrently herewith the parties may, at the option of either party, execute a short form of Lease for recording. This Lease and any such short form of Lease shall be construed together as one instrument. Neither Landlord nor Tenant shall record this Lease nor permit the same to be recorded without the written consent of the other, but shall have the right to record any such short form.

R-7. PROFESSIONAL FEES. Tenant shall reimburse Landlord, upon demand, for any costs or expenses incurred by Landlord in connection with any breach or default of Tenant under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include professional fees such as accountants' fees, appraisers' fees and attorneys' fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if

any action for breach of or to enforce the provisions of this Lease is commenced, the court in such action shall award to the party in whose favor a judgment is entered, the prevailing party's actual professional fees such as accountants' fees, appraisers' fees and attorneys' fees and costs. Such professional fees and costs shall be paid by the losing party in such action. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability incurred by Landlord if Landlord becomes or is made a party to any claim or action (a) instituted by Tenant, or by any third party against Tenant, or by or against any person holding any interest under or using the Demised Premises by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy proceedings under Title 11 of the United States Code, as amended. Tenant shall defend Landlord against any suck claim or action at Tenant's expense with counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for Landlord's actual professional fees such as accountants' fees, appraisers' fees and attorneys' fees or costs incurred by Landlord in any such claim or action.

R-8. CAPTIONS AND SECTION NUMBERS. The caption, section numbers, article numbers and table of contents appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of such sections or articles of this Lease nor in any way affect this Lease.

R-9. SEVERABILITY. If any term, covenant, condition or provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Lease, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.

R-10. APPLICABLE LAW. This Lease, and the rights and obligations of the parties hereto, shall be construed and enforced in accordance with the laws of the state in which tile Demised Premises are located.

R-11. EXAMINATION OF LEASE. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option to Lease, and it is not effective as a Lease or otherwise until execution and delivery by both Landlord and Tenant.

R-12. FINANCIAL STATEMENTS. At any time during the term of the Lease, Tenant shall, upon ten (10) days prior written notice from Landlord, provide Landlord, Landlord's lenders or-any prospective purchaser of tile Building or ]Parcel with a current financial and financial statements for each of the two years prior to the current financial statement year. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of tenant, shall be audited by an independent certified public accountant.

R-13. SECURITY MEASURES. Tenant acknowledges that Rent payable to Landlord does not include the cost of guard service or other security measures, and the Landlord has no obligation

to provide such services or measures. Tenant assumes all responsibility for the security of the Demised Premises and of Tenant, its agents or invitees.

R-14. LENDER'S REQUIREMENTS. Tenant hereby agrees to make any reasonable revisions to this Lease which may be required in good faith by a bona fide construction, interim or permanent lender in connection with the financing of all or any portion of the Building or the Parcel, provided that no such revision shall increase rental due and payable by Tenant under this Lease.

R-15. SECURITY DEPOSIT. Tenant has deposited with Landlord the Security Deposit set forth in Section A-1 (i) above as security for Tenant's faithful performance of Tenant's obligations hereunder. If Tenant fails to pay Rent or other charges due hereunder. or otherwise defaults with respect to any provision of this Lease. Landlord may use, apply or retain all or any portion of said Security Deposit for the payment of any Rent or other charge in default or for the payment of any other sum to which Landlord may become obligated by reason of Tenant's default or to compensate Landlord for any loss or damage which Landlord may suffer thereby. If Landlord so uses or applies all or any portion of said Security Deposit, Tenant shall, within ten (10) days after written demand therefore, deposit cash with Landlord in an amount sufficient to restore said Security Deposit to the full amount stated m Section A-1 (i) hereinabove. The Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep said Security Deposit separate from its general accounts. If Tenant performs all of Tenant's obligations hereunder, said Security Deposit, or so much thereof as has not theretofore been applied by Landlord, shall be returned, without payment of interest or other increment for its use, to Tenant (or at Landlord's option to the last assignee of any of Tenant's interest hereunder) at the expiration of the Term hereof, and after Tenant has vacated the Demised Premises. If the Fixed Rent shall increase, for any reason, and at any time during the Term of this Lease, Tenant shall thereupon deposit with Landlord an addition to the Security Deposit so that the total Security Deposit held by Landlord shall at all times bear the same proportion to the current Fixed Rent as the original Security Deposit bears to the original Fixed Rent.

R-16. ADMINISTRATIVE CHARGES. Tenant shall pay to Landlord an overall administrative charge of ten percent (10 %) of any charge which Tenant is obligated to pay under this Lease and which Tenant fails to pay after notice from Landlord and which Landlord pays on behalf of Tenant and for which Landlord subsequently bills Tenant.

R-17. GUARANTORS. In consideration of the letting of the Premises in this Lease to Tenant and the payment of One ($1.00) Dollar, the receipt and sufficiency of which is hereby acknowledged, the undersigned guarantor(s) do hereby jointly and severally become surety for the punctual payment of the rent and performance of the covenants in said instrument mentioned, to be paid and performed by the Tenant therein; and if any default shall at any time be made therein, the guarantor(s) do hereby jointly and severally promise and agree to pay unto the Landlord the said rent and arrears thereof that may be due, and fully satisfy the condition of said instrument, and all damages that may occur be reason of the nonfulfillment thereof, without requiring notice or proof of the demand being made. The Landlord shall not be held to strict construction adopted in eases of principal and surety. The surety shall not have the right to claim discharge, or plead by way of defense any extension of time given by the Landlord, failure of the Landlord to give notice of default, receipt by the Landlord of securities from the Tenant, failure of the Landlord to pursue the Tenant and his property with due diligence or to apply other remedies and other

securities which may possibly be available to the Landlord by any direct release, unless it be in writing duly authorized and executed.

R-18. LATE PAYMENTS. If Tenant shall fail to pay before tenth (10th) day after such Minimum Rent or Additional Rent is due and payable, Tenant agrees to pay each day after such tenth (10th) day that the rent remains unpaid a charge (the "Late Charge") which shall be the greater of $50.00 per day or 5% of the amount of such unpaid rent divided by 30. The Late Charge shall accrue daily until the unpaid rent (including the Late Charge), is paid. Tenant agrees that such amounts are not a penalty, but are a reasonable amount to reimburse Landlord for the loss of the use of the funds and the additional administrative costs resulting from late payments.

R-19. HOLDING OVER. If Tenant retains possession of the Demised Premises or any part thereof after the termination of this Lease, Tenant shall pay as rent a sum equal to 150% of the amount, including Minimum Rent, additional rent and any other charges hereunder, payable for the month preceding such holding over computed on a daily basis for each day the Tenant remains in possession. In addition thereto, Tenant shall be liable for and shall pay to Landlord, all damages, consequential as well as direct, sustained by reason of Tenant's holding over period. In the event that Tenant remains in possession without executing a new lease, it will be deemed to be occupying the Demised Premises as a Tenant from month-to-month, subject to all the provisions of this Lease to the extent that they can be applicable to a month-to-month tenancy and except as otherwise provided in this section.

R-20. REPRESENTATIONS BY LANDLORD. Except as expressly stated in this Lease, Landlord makes no representations with respect to the Demised Premises or the building and by taking possession of the Demised Premises, Tenant will be deemed to have accepted the Demised Premises in the condition then existing. Neither Landlord nor Landlord's agents have made any representations or promises with respect to the physical condition of the building, the land, the Demised Premises, the permissible uses of the Demised Premises, the rent, lease, expenses of operation or any other matter or thing affecting or related to the Demised Premises except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise, except as expressly set forth in the provisions of this Lease.

R-21. Landlord hereby discloses to Tenant that the managing partner of Landlord is a licensed real estate broker in the State of Michigan.

R-22. AUTHORITY. If Tenant is a corporation, trust, or general or limited partnership, Tenant shall, prior to the commencement of the Term of the Lease but in no event later than thirty (30) days after execution of this Lease deliver to Landlord satisfactory evidence of the authority of each individual executing this Lease on behalf of such entity.

R-23. LANDLORD'S ACCESS. Landlord and Landlord's agents shall have the right to enter the Demised Premises at reasonable times with reasonable advance notice for the purpose of inspecting the same, showing the same to prospective purchasers or lenders and making such alterations, repairs, improvements or additions to the Demised Premises as Landlord may deem reasonably necessary a desirable. Landlord may at any time during the last one hundred twenty (120) days of the Term of this Lease place on or about the Demised Premises any ordinary "For Sale" or "For Lease" signs all without rebate of rent or liability to Tenant.

ARTICLE S

SUCCESSORS BOUND

This Lease and each of its covenants and conditions shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and legal representatives and their respective assigns, subject to the provisions hereof. Whenever in this Lease a reference is made to the Landlord, such reference shall be deemed to refer to the person in whom the interest of the Landlord shall be vested, and Landlord shall have no obligation hereunder as to any claim arising after the transfer of its interest in the Parcel. Any successor or assignee of the Tenant who accepts an assignment of or the benefit of this Lease and enters into possession or enjoyment thereunder shall thereby assume and agree to perform and be bound by the covenants and conditions thereof. Nothing herein contained shall be deemed in any manner to give a right of assignment to Tenant without the written consent of Landlord.

IN WITNESS WHEREOF, the parties have executed this Lease as of the date first above written.

___________________________             By:    _____________________________
Witness                                        David G. Miles

                                        Its:   Managing Partner

___________________________             By:    _____________________________
Witness
                                        Its:   President

___________________________             By:    _______________________________
Witness
                                        Its:   _______________________________

FINANCIAL CREDIT CORPORATION, a Michigan
Corporation

By: _______________________________

Its: _______________________________

CITY FINANCIAL CORPORATION, a Michigan
Corporation

By: _______________________________

Its: _______________________________

RIDER ATTACHED HERETO and made a part hereof of a Lease dated June 1, 1999 between WARREN TROY ASSOCIATES, a Michigan Co-Partnership, as Landlord, and ASSET ACCEPTANCE CORPORATION, a Michigan Corporation, as Tenant covering the premises commonly known as 7027 Miller Rd., Warren, Michigan.

Months  61-72             $18,520.00
        73-84             $18,990.00
        85-96             $19,460.00
        97-108            $19,930.00
        109-120           $20,400.00

Tenant shall notify Landlord in writing one hundred eighty (180) days prior to the expiration of the original term herein of its intent to renew the Lease.

2. Whenever Landlord's consent is required, Landlord agrees to not unreasonably withhold such consent.

LANDLORD:                                          WITNESS:

WARREN TROY INVESTMENTS, a
Michigan Co-Partnership

By:    ___________________________
       David G. Miles                              _____________________________

Its:   Managing Partner

TENANT:

WARREN TROY INVESTMENTS, a
Michigan Co-Partnership

Its: ___________________________

10/20/03

EXHIBIT 10.9

INDUSTRIAL
LEASE AGREEMENT

THIS LEASE is executed this _____ day of _____________, 2000, by and between DUKE-WEEKS REALTY LIMITED PARTNERSHIP, an Indiana limited partnership ("Landlord"), and ASSET ACCEPTANCE CORP., a Michigan corporation ("Tenant").

WITNESSETH:

ARTICLE 1 - LEASE OF PREMISES

Section 1.01. Basic Lease Provisions and Definitions.

A. Leased Premises (shown outlined on Exhibit A attached hereto): 563 Lake Kathy Drive, Brandon, Florida 33610 (the "Building"); located in Regency Corporate Park (the "Park");

B. Rentable Area: approximately 10,000 square feet

The rentable square footage of the Leased Premises shall be subject to final measurement based on the 1996 ANSI Standard Method of Measurements adopted by BOMA. Landlord's determination of Rentable Area using BOMA guidelines shall be deemed correct for all purposes hereunder.

C. Tenant's Proportionate Share: 17.2%;

D. Minimum Annual Rent:

Year 1           $  86,250.00 per year (nine months of rental)
Year 2           $118,450.00 per year
Year 3           $122,000.00 per year
Year 4           $125,700.00 per year
Year 5           $129,400.00 per year
Year 6           $133,300.00 per year

(Rent does not include applicable Florida State Sales Tax or Additional Rent)

E. Monthly Rental Installments:

Months 01 -- 03           Abatement of Monthly Rental Installments
Months 04 -- 12           $ 9,583.33 per month
Months 13 -- 24           $ 9,870.83 per month
Months 25 -- 36           $10,166.66 per month
Months 37 -- 48           $10,475.00 per month
Months 49 -- 60           $10,783.33 per month
Months 61 -- 72           $11,108.33 per month

(Rent does not include applicable Florida State Sales Tax or Additional

         Rent)

F.       Intentionally deleted;

G.       Lease Term:  Six (6) years and zero (0) months;

H.       Commencement Date:  December 15, 2000;

I.       Security Deposit:  $11,858.14;

J.       Guarantor(s):  AAC Holding Corp.;

K.       Broker(s): Carter & Associates, LLC, LC d/b/a Carter L.C. representing
         Tenant;

L.       Permitted Use:  General office, warehousing and related purposes;

M.       Address for notices:

         Landlord:                  Duke-Weeks Realty Limited Partnership
                                    10150 Highland Manor Drive, Suite 150
                                    Tampa, FL 33610

With a copy to:            Duke-Weeks Realty Limited Partnership
                           4497 Park Drive
                           Norcross, Georgia 30093
                           Attn:  Legal Department

Tenant:                    Asset Acceptance Corp.
                           6985 Miller Road
                           Warren, MI 48092
                           (800) 505-5166
                           Attn:  Mark Redman, VP - Finance

Address for rental and other payments:

Duke-Weeks Realty Limited Partnership P.O. Box 945703 Atlanta, Georgia 30394-5703

Exhibits attached hereto:

Exhibit "A":      Site plan of Leased Premises
Exhibit "B":      Tenant Improvements
Exhibit "C":      Letter of Understanding
Exhibit "D":      Special Stipulations

Section 1.02. Leased Premises. Landlord hereby leases to Tenant and Tenant leases from Landlord, under the terms and conditions herein, the Leased Premises.

ARTICLE 2 - TERM AND POSSESSION

Section 2.01. Term. The term of this Lease ("Lease Term") shall be for the period of time and shall commence on the Commencement Date described in the Basic Lease Provisions. If Landlord, for any reason whatsoever, cannot deliver possession of the Leased Premises to Tenant on the Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom, but in that event there shall be a proportionate reduction of rent covering the period between the Commencement Date and the time when Landlord can deliver possession. If delay is longer than three (3) months, Landlord will provide Tenant such space (not exceeding in area the Leased Premises) as Landlord may have available, until the Leased Premises can be completed, at no charge to Tenant. The term of this Lease shall be extended by such delay. Upon delivery of possession of the Leased Premises to Tenant, Tenant shall execute Landlord's Letter of Understanding form, attached hereto as Exhibit "C", acknowledging (i) the Commencement Date of this Lease, and (ii) that Tenant has accepted the Leased Premises. If Tenant takes possession of and occupies the Leased Premises, Tenant shall be deemed to have accepted the Leased Premises and that the condition of the Leased Premises and the Building was at the time satisfactory and in conformity with the provisions of this Lease in all respects.

Section 2.02. Construction of Tenant Improvements. Tenant has personally inspected the Leased Premises and accepts the same "AS IS" without representation or warranty by Landlord of any kind and with the understanding that Landlord shall have no responsibility with respect thereto except to construct in a good and workmanlike manner the improvements designated as Landlord's obligations in the attached Exhibit B, which shall be in accordance with and at the expense of the party indicated on Exhibit B and are based on approved space plans and specifications mutually agreed upon by Landlord and Tenant prior to the execution of this Lease.

Fifteen (15) days prior to the Commencement Date, Tenant shall have the right and privilege of going onto the Leased Premises to install telephone and furniture and to complete interior decoration work and to prepare the Leased Premises for its occupancy, provided, however, that its schedule in so doing shall be communicated to Landlord and the approval of Landlord secured so as not to interfere with other work of Landlord being carried on at the time; and provided further that Landlord shall have no responsibility or liability whatsoever for any loss or damage to any of Tenant's leasehold improvements, fixtures, equipment or any other materials installed or left in the Leased Premises.

Section 2.03. Surrender of the Premises. Upon the expiration or earlier termination of this Lease, Tenant shall immediately surrender the Leased Premises to Landlord in broom-clean condition and in good condition and repair. Tenant shall also remove its personal property, trade fixtures and any of Tenant's alterations designated by Landlord at the time of installation, promptly repair any damage caused by such removal, and restore the Leased Premises to the condition existing prior to the installation of such items. If Tenant fails to do so, Landlord may restore the Leased Premises to such condition at Tenant's expense, Landlord may cause all of said property to be removed at Tenant's expense, and Tenant hereby

agrees to pay all the costs and expenses thereby reasonably incurred. All Tenant property which is not removed within ten (10) days following Landlord's written demand therefor shall be conclusively deemed to have been abandoned by Tenant, and Landlord shall be entitled to dispose of such property at Tenant's cost without thereby incurring any liability to Tenant. The provisions of this section shall survive the expiration or other termination of this Lease.

Section 2.04. Holding Over. If Tenant retains possession of the Leased Premises after the expiration or earlier termination of this Lease, Tenant shall become a tenant from month to month at one hundred fifty percent (150%) of the Monthly Rental Installment in effect at the end of the Lease Term, and otherwise upon the terms, covenants and conditions herein specified, so far as applicable. Acceptance by Landlord of rent in such event shall not result in a renewal of this Lease, and Tenant shall vacate and surrender the Leased Premises to Landlord upon Tenant being given thirty (30) days' prior written notice from Landlord to vacate whether or not said notice is given on the rent paying date. This Section 2.04 shall in no way constitute a consent by Landlord to any holding over by Tenant upon the expiration or earlier termination of this Lease, nor limit Landlord's remedies in such event.

ARTICLE 3 - RENT

Section 3.01. Base Rent. Tenant shall pay to Landlord the Minimum Annual Rent plus the applicable Florida State sales tax in the Monthly Rental Installments, in advance, without deduction or offset, beginning on the Commencement Date and on or before the first day of each and every calendar month thereafter during the Lease Term. The Monthly Rental Installment for partial calendar months shall be prorated. Tenant has deposited with Landlord, upon delivery of this Lease Agreement, an amount equal to Ten Thousand Two Hundred Thirty and 20/100 ($10,230.20) Dollars, which is to be applied toward the first month's Monthly Rental Installment and the applicable Florida State Sales Tax.

Section 3.02. Additional Rent. In addition to the Minimum Annual Rent Tenant shall pay to Landlord for each calendar year during the Lease Term, as "Additional Rent," Tenant's Proportionate Share of: (a) all costs and expenses incurred by Landlord during the Lease Term for Operating Expenses for the Building and common areas (collectively "Common Area Charges"), estimated to be $2.50 per rentable square foot of the Leased Premises for the first year of the Lease Term; (b) insurance premiums and deductibles (payable by Landlord); and
(c) all Real Estate Taxes (as herein defined).

"Operating Expenses" shall mean all of Landlord's expenses for operation, repair and maintenance to keep the Building and common areas in good order, condition and repair (including all additional direct costs and expenses of operation and maintenance of the Building which Landlord reasonably determines it would have paid or incurred during such year if the Building had been fully occupied), including, but not limited to, management or administrative fees; utilities; stormwater discharge fees; license, permit, inspection and other fees; fees and assessments imposed by any covenants or owners' association; security services; and maintenance and repair of the driveways, parking areas, exterior lighting, landscaped areas, walkways, curbs, drainage strips, sewer lines, exterior walls, foundation, structural frame, roof and gutters The cost of any capital improvement for the purpose of reducing Operating Expenses shall be amortized over the useful life of such improvement (as reasonably determined by Landlord), and only the amortized portion shall be included in Operating Expenses.

"Real Estate Taxes" shall include any form of real estate tax or assessment or service payments in lieu thereof, and any license fee, commercial rental tax, improvement bond or other similar charge or tax (other than inheritance, personal income or estate taxes) imposed upon the Building or common areas by any authority having the power to so charge or tax, together with costs and expenses of contesting the validity or amount of Real Estate Taxes which at Landlord's option may be calculated as if such contesting work had been performed on a contingent fee basis (whether charged by Landlord's counsel or representative; provided, however, that said fees are reasonably comparable to the fees charged for similar services by others not affiliated with Landlord, but in no event shall fees exceed thirty-three percent (33%) of the good faith estimated tax savings). Additionally, Tenant shall pay, prior to delinquency, all taxes assessed against and levied upon trade fixtures, furnishings, equipment and all personal property of Tenant contained in the Leased Premises.

Section 3.03. Payment of Additional Rent. Landlord shall estimate the total amount of Additional Rent to be paid by Tenant during each calendar year of the Lease Term, pro-rated for any partial years. Commencing on the Commencement Date, Tenant shall pay to Landlord each month, at the same time the Monthly Rental Installment is due, an amount equal to one-twelfth (1/12) of the estimated Additional Rent for such year. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of such Additional Rent and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year. In the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installments of Minimum Rent.

Section 3.04. Late Charges. Tenant acknowledges that Landlord shall incur certain additional unanticipated administrative and legal costs and expenses if Tenant fails to timely pay any payment required hereunder. Therefore, in addition to the other remedies available to Landlord hereunder as set forth in Article 13 herein, if any payment required to be paid by Tenant to Landlord hereunder shall become overdue, such unpaid amount shall bear interest from the due date thereof to the date of payment at the prime rate (as reported in the Wall Street Journal) of interest ("Prime Rate") plus six percent (6%) per annum.

Section 3.05. Maximum Increase in Operating Expenses. Notwithstanding anything in this Lease to the contrary, Tenant will be responsible for Tenant's Proportionate Share of real estate taxes, including the reasonable costs and expenses of contesting the validity or amount of real estate taxes, service payments in lieu of real estate taxes, insurance premiums, utilities and management or administrative fees applicable to such expenses ("Uncontrollable Expenses"), without regard to the level of increase in any or all of the above in any year or other period of time. Tenant's obligation to pay all other Building Operating Expenses which are not Uncontrollable Expenses (herein "Controllable Expenses") shall be limited to a five percent (5%) per annum increase over the amount of the Controllable Expenses for the immediately preceding calendar year, beginning with the actual Controllable Expenses for the year ending December 31, 2001.

ARTICLE 4 - SECURITY DEPOSIT

Tenant, upon execution of this Lease, shall deposit with Landlord the Security Deposit as security for the performance by Tenant of all of Tenant's obligations contained in this Lease. In the event of a default by Tenant Landlord may apply all or any part of the Security Deposit to cure all or any part of such default; and Tenant agrees to promptly, upon demand, deposit such additional sum with Landlord as may be required to maintain the full amount of the Security Deposit. All sums held by Landlord pursuant to this section shall be without interest. At the end of the Lease Term, provided that there is then no uncured default, Landlord shall return the Security Deposit to Tenant.

ARTICLE 5 - USE

Section 5.01. Use of Leased Premises. The Leased Premises are to be used by Tenant solely for the Permitted Use and for no other purposes without the prior written consent of Landlord.

Section 5.02. Covenants of Tenant Regarding Use. Tenant shall (i) use and maintain the Leased Premises and conduct its business thereon in a safe, careful, reputable and lawful manner, (ii) comply with all laws, rules, regulations, orders, ordinances, directions and requirements of any governmental authority or agency, now in force or which may hereafter be in force, including without limitation those which shall impose upon Landlord or Tenant any duty with respect to or triggered by a change in the use or occupation of, or any improvement or alteration to, the Leased Premises, (iii) any protective covenants applicable to the Park which are in effect and as may hereafter be adopted and promulgated and (iv) comply with and obey all reasonable directions of the Landlord, including any rules and regulations that may be adopted by Landlord from time to time. Tenant shall not do or permit anything to be done in or about the Leased Premises or common areas which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building or injure or annoy them. Landlord shall not be responsible to Tenant for the nonperformance by any other tenant or occupant of the Building of its lease or of any rules and regulations. Landlord agrees to enforce such rules and regulations in a non-discriminatory and uniform manner. Tenant shall not overload the floors of the Leased Premises. All damage to the floor structure or foundation of the Building due to improper positioning or storage of items or materials shall be repaired by Landlord at the sole expense of Tenant, who shall reimburse Landlord immediately therefor upon demand. Tenant shall not use the Leased Premises, or allow the Leased Premises to be used, for any purpose or in any manner which would invalidate any policy of insurance now or hereafter carried on the Building or increase the rate of premiums payable on any such insurance policy unless Tenant reimburses Landlord as Additional Rent for any increase in premiums charged. On or before the Commencement Date, Tenant shall take possession of, and, thereafter, continuously occupy the Leased Premises during the term of this Lease, and operate thereon the normal business operations of Tenant. Notwithstanding the foregoing, Tenant may vacate the Leased Premises during the term of this Lease provided (i) Tenant is not otherwise in default hereunder; (ii) Tenant continues to pay rent through the end of the term of the Leased Premises as defined herein, (iii) Tenant adequately secures the Leased Premises to prevent damage, destruction or vandalism to the Leased Premises; (iv) Tenant continues such utilities to the Leased Premises as will prevent any damage to the Leased Premises; (v) Tenant continues to provide insurance for the Leased Premises and Tenant pays any increased premium resulting from a lack of a tenant in the Leased Premises. Therefore, except for physically occupying the Leased Premises, Tenant shall otherwise comply with all its obligations under the Lease, including but not limited to the obligation to pay all rental due hereunder.

Section 5.03. Landlord's Rights Regarding Use. In addition to the rights specified elsewhere in this Lease, Landlord shall have the following rights regarding the use of the Leased Premises or the common areas, each of which may be exercised without notice or liability to Tenant, (a) Landlord may install such signs, advertisements, notices or tenant identification information as it shall deem necessary or proper; (b) Landlord shall have the right at any time to control, change or otherwise alter the common areas as it shall deem necessary or proper; and (c) Landlord or Landlord's agent shall be permitted to inspect or examine the Leased Premises at any reasonable time upon reasonable notice (except in an emergency when no notice shall be required), and Landlord shall have the right to make any repairs to the Leased Premises which are necessary for its preservation; provided, however, that any repairs made by Landlord shall be at Tenant's expense, except as provided in Section 7.02 hereof. Landlord shall incur no liability to Tenant for such entry, nor shall such entry constitute an eviction of Tenant or a termination of this Lease, or entitle Tenant to any abatement of rent therefor.

ARTICLE 6 - UTILITIES AND SERVICES

Tenant shall obtain in its own name and pay directly to the appropriate supplier the cost of all utilities and services serving the Leased Premises. However, if any services or utilities are jointly metered with other property, Landlord shall make a reasonable determination of Tenant's proportionate share of the cost of such utilities and services (at rates that would have been payable if such utilities and services had been directly billed by the utilities or services providers) and Tenant shall pay such share to Landlord within fifteen (15) days after receipt of Landlord's written statement. Landlord shall not be liable in damages or otherwise for any failure or interruption of any utility or other Building service and no such failure or interruption shall entitle Tenant to terminate this Lease or withhold sums due hereunder. In the event of utility "deregulation", Tenant shall choose the service provider for the Leased Premises, provided Tenant bears any and all costs associated with any such change of service provider.

ARTICLE 7 - MAINTENANCE AND REPAIRS

Section 7.01. Tenant's Responsibility. During Lease Term, Tenant shall, at its own cost and expense, maintain the Leased Premises in good condition, regularly servicing and promptly making all repairs and replacements thereto, including but not limited to the electrical systems, heating and air conditioning systems, plate glass, floors, windows and doors, sprinkler and plumbing systems, and shall obtain a preventive maintenance contract on the heating, ventilating and air-conditioning systems, and provide Landlord with a copy thereof. The preventive maintenance contract shall meet or exceed Landlord's standard maintenance criteria, shall be between Tenant and a dealer-authorized company acceptable to Landlord and Tenant, and shall, at a minimum provide for an equipment check and tune-up service for the heating, ventilating and air-conditioning systems each spring and fall of each year during the Lease Term. The contract shall also provide for filter lubrication and service every three (3) months during the Lease Term. In the event Tenant fails to maintain the Leased Premises as required herein or fails to commence repairs (requested by Landlord in writing) within thirty (30) days after such request, or fails diligently to proceed thereafter to complete such repairs, Landlord shall have the right in order to preserve the Leased Premises or portion thereof, and/or the appearance thereof, to make such repairs or have a contractor make such repairs and charge Tenant for the cost thereof as additional rent, together with interest at the rate of twelve percent (12%) per annum from the date of making such payments.

Section 7.02. Landlord's Responsibility. During Lease Term, Landlord shall maintain in good condition and repair, and replace as necessary, the roof, exterior walls, foundation and structural frame of the Building and the parking and landscaped areas, the costs of which shall be included in Operating Expenses. In the event there is a leakage in the windows, doors, sprinkler or plumbing systems that is directly and solely the result of Landlord's negligence or failure to maintain such items, Landlord shall make such repairs at Landlord's sole cost and expense. Provided, however, that to the extent any of the foregoing items require repair because of the negligence, misuse, or default of Tenant, its employees, agents, customers or invitees, Landlord shall make such repairs solely at Tenant's expense.

Section 7.03. Alterations. Tenant shall not permit alterations in or to the Leased Premises unless and until the plans and the contractor have been approved by Landlord in writing. As a condition of such approval, Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease; otherwise, all such alterations shall at Landlord's option become a part of the realty and the property of Landlord, and shall not be removed by Tenant. In the event Landlord's consent is required for an alteration, Landlord will notify Tenant at the time it gives consent whether the alteration must be removed at the termination of this Lease. Tenant shall ensure that all alterations shall be made in accordance with all applicable laws, regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the original construction of the Building. Upon completion of the work, Tenant shall provide lien waivers from the subcontractors or a final affidavit of lien waiver from the general contractor, and such lien waiver shall be in a form acceptable to Landlord.) No

person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute a consent by Landlord to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys' fees in connection with any construction or alteration and any related lien.

ARTICLE 8 - CASUALTY

Section 8.01. Casualty. In the event of total or partial destruction of the Building or the Leased Premises by fire or other casualty, Landlord agrees to promptly restore and repair the Leased Premises; provided, however, Landlord's obligation hereunder shall be limited to the reconstruction of such of the tenant finish improvements as were originally required to be made by Landlord, if any. Rent shall proportionately abate during the time that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (i) so destroyed that they cannot be repaired or rebuilt within one hundred eighty (180) days from the casualty date; or (ii) destroyed by a casualty which is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (i) casualty, either Landlord or Tenant may, or, in the case of a clause (ii) casualty, then Landlord may, upon thirty (30) days' written notice to the other party, terminate this Lease with respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph and in the event of a destruction agrees to accept any offer by Landlord to provide Tenant with comparable space within the project in which the Leased Premises are located on the same terms as this Lease. Notwithstanding the provisions of this paragraph, if any such damage or destruction occurs within the final two (2) years of the term hereof, then Landlord, in its sole discretion, may, without regard to the aforesaid 180-day period, terminate this Lease by written notice to Tenant.

Section 8.02. All Risk Coverage Insurance. During the Lease Term, Landlord shall maintain all risk coverage insurance on the Building, but shall not protect Tenant's property on the Leased Premises; and, notwithstanding the provisions of Section 9.01, Landlord shall not be liable for any damage to Tenant's property, regardless of cause, except for the negligence of Landlord and its employees, agents and invitees. Tenant hereby expressly waives any right of recovery against Landlord for damage to any property of Tenant located in or about the Leased Premises, however caused, except for the negligence of Landlord and its employees, agents and invitees. Notwithstanding the provisions of
Section 9.01 below, Landlord hereby expressly waives any rights of recovery against Tenant for damage to the Leased Premises or the Building which is insured against under Landlord's all risk coverage insurance. All insurance policies maintained by Landlord or Tenant as provided in this Lease shall contain an agreement by the insurer waiving the insurer's right of subrogation against the other party to this Lease.

ARTICLE 9 - LIABILITY INSURANCE

Section 9.01. Tenant's Responsibility. Landlord shall not be liable to Tenant or to any other person for (i) damage to property or injury or death to persons due to the condition of the Leased Premises, the Building or the common areas, or (ii) the occurrence of any accident in or about the Leased Premises or the common areas, or (iii) any act or neglect of Tenant or any other tenant or occupant of the Building or of any other person, unless such damage, injury or death is directly and solely the result of Landlord's negligence; and Tenant hereby releases Landlord from any and all liability for the same. Tenant shall be liable for, and shall indemnify and defend Landlord from, any and all liability for (i) any act or neglect of Tenant and any person coming on the Leased Premises or common areas by the license of Tenant, express or implied,
(ii) any damage to the Leased Premises, and (iii) any loss of or damage or injury to any person (including death resulting therefrom) or property occurring in, on or about the Leased Premises, regardless of cause, except for any loss or damage covered by Landlord's all risk coverage insurance as provided in Section 8.02 and except for that caused solely and directly by Landlord's negligence. This provision shall survive the expiration or earlier termination of this Lease.

Section 9.02. Tenant's Insurance. Tenant shall carry general public liability and property damage insurance, issued by one or more insurance companies acceptable to Landlord, with the following minimum coverages:

A. Worker's Compensation: minimum statutory amount.

B. Commercial General Liability Insurance, including blanket, contractual liability, broad form property damage, personal injury, completed operations, products liability, and fire damage: Not less than $3,000,000 Combined Single Limit for both bodily injury and property damage.

C. All Risk Coverage, Vandalism and Malicious Mischief, and Sprinkler Leakage insurance, if applicable, for the full cost of replacement of Tenant's property.

D. Business interruption insurance.

The insurance policies shall protect Tenant and Landlord as their interests may appear, naming Landlord and Landlord's managing agent and mortgagee as additional insureds, and shall provide that they may not be canceled on less than thirty (30) days' prior written notice to Landlord. Tenant shall furnish Landlord with Certificates of Insurance evidencing all required coverages on or before the Commencement Date. If Tenant fails to carry such insurance and furnish Landlord with such Certificates of Insurance after a request to do so, Landlord may obtain such insurance and collect the cost thereof from Tenant.

Section 9.03. Landlord's Responsibility. Landlord shall assume the risk of, be responsible for, have the obligation to insure against, and indemnify Tenant and hold it harmless from any and all liability for any loss of or damage or injury to any person (including death resulting therefrom) or property (other than Tenant's property as provided in Section 8.02) occurring in, on or about the Common Areas, regardless of cause, except for that caused by the sole negligence of Tenant or its employees, agents, customers or invitees; and Landlord hereby releases Tenant from any and all liability for the same. Landlord's obligation to indemnify Tenant hereunder shall include the duty to defend against any claims asserted by reason of such loss, damage or injury and to pay any judgments, settlements, costs, fees and expenses, including reasonable attorneys' fees, incurred in connection therewith. This provision shall survive the expiration or earlier termination of this Lease.

ARTICLE 10 - EMINENT DOMAIN

If all or any substantial part of the Building or common areas shall be acquired by the exercise of eminent domain, Landlord may terminate this Lease by giving written notice to Tenant on or before the date that actual possession thereof is so taken. If all or any part of the Leased Premises shall be acquired by the exercise of eminent domain so that the Leased Premises shall become impractical for Tenant to use for the Permitted Use, Tenant may terminate this Lease as of the date that actual possession thereof is so taken by giving written notice to Landlord. All damages awarded shall belong to Landlord; provided, however, that Tenant may claim dislocation damages or other claims provided it is permitted by the condemning authority and such amount does not subtract or diminish from Landlord's award.

ARTICLE 11 - ASSIGNMENT AND SUBLEASE

Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord's prior written consent, which consent shall not be unreasonably withheld, delayed or denied (provided that it shall not be unreasonable for Landlord to withhold or deny its consent with respect to any proposed assignment or subletting to a third party that is already a tenant in the Building or the Park, unless Landlord cannot accommodate the space requirements of such third party). In the event of any assignment or subletting, Tenant shall remain primarily liable hereunder, and any extension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Without in any way limiting Landlord's right to refuse to consent to any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord's opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; or (iii) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is less than eighty five percent (85%) of the then current rent for similar space within the Park. In the event that Tenant sublets the Leased Premises or any part thereof, or assigns this Lease and at any time receives rent and/or other consideration which exceeds that which Tenant would at that time be obligated to pay to Landlord, Tenant shall pay to Landlord 50% of the gross excess, net of Tenant's reasonable costs for brokerage, advertising, legal and renovation, in such rent as such rent is received by Tenant and 50% of any other consideration received by Tenant from such subtenant in connection with such sublease or, in the case of any assignment of this Lease by Tenant, Landlord shall receive 50% of any consideration paid to Tenant by such assignee in connection with such assignment.

ARTICLE 12 - TRANSFERS BY LANDLORD

Landlord shall have the right to subordinate this Lease to any mortgage presently existing or hereafter placed upon the Building by so declaring in such mortgage. In the event of a sale or transfer of

such interest (except a mortgage or other transfer as security for a debt), the "Landlord" named herein, or in the case of a subsequent transfer, the transferor shall, after the date of such transfer, be automatically released from all personal liability for the performance or observance of any term, condition, covenant or obligation required to be performed or observed by Landlord hereunder, and the transferee shall be deemed to have assumed all of such terms, conditions, covenants and obligations. Within ten (10) days following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost, any instrument which Landlord deems necessary or desirable to confirm the subordination of this Lease and an estoppel certificate in such form as Landlord may reasonably request certifying (i) that this Lease is in full force and effect and unmodified or stating the nature of any modification, (ii) the date to which rent has been paid, (iii) that there are not, to Tenant's knowledge, any uncured defaults or specifying such defaults if any are claimed, and (iv) any other matters or state of facts reasonably required respecting the Lease. Such estoppel may be relied upon by Landlord and by any purchaser or mortgagee of the Building. Notwithstanding the foregoing, if the mortgagee shall take title to the Leased Premises through foreclosure or deed in lieu of foreclosure, Tenant shall be allowed to continue in possession of the Leased Premises as provided for in this Lease so long as Tenant shall not be in default.

ARTICLE 13 - DEFAULT AND REMEDY

Section 13.01. Default. The occurrence of any of the following shall be a "Default":

(a) Tenant fails to pay any Monthly Rental Installment or Additional Rent within five (5) business days after written notice thereof from Landlord that the same is due, or Tenant fails to pay any other amounts due Landlord from Tenant within ten (10) days after written notice thereof from Landlord that the same is due. Tenant hereby expressly waives any additional notice required under
Section 83.20 of the Florida Statutes.

(b) Tenant fails to perform or observe any other term, condition, covenant or obligation required under this Lease for a period of thirty (30) days after notice thereof from Landlord; provided, however, that if the nature of Tenant's default is such that more than thirty days are reasonably required to cure, then such default shall be deemed to have been cured if Tenant commences such performance within said thirty-day period and thereafter diligently completes the required action within a reasonable time.

(c) Tenant shall assign or sublet all or a portion of the Leased Premises in contravention of the provisions of Article 11 of this Lease.

(d) All or substantially all of Tenant's assets in the Leased Premises or Tenant's interest in this Lease are attached or levied under execution (and Tenant does not discharge the same within sixty (60) days thereafter); a petition in bankruptcy, insolvency or for reorganization or arrangement is filed by or against Tenant (and Tenant fails to secure a stay or discharge thereof within sixty (60) days thereafter); Tenant is insolvent and unable to pay its debts as they become due; Tenant makes a general assignment for the benefit of creditors; Tenant takes the benefit of any insolvency action or law; the appointment of a receiver or trustee in bankruptcy for Tenant or its assets if such receivership has not been vacated or set aside within thirty (30) days thereafter; or, dissolution or other termination of Tenant's corporate charter if Tenant is a corporation.

Section 13.02. Remedies. Upon the occurrence of any Default, Landlord shall have the following rights and remedies, in addition to those allowed by law or in equity, any one or more of which may be exercised without further notice to Tenant:

(a) Landlord may apply the Security Deposit or re-enter the Leased Premises and cure any default of Tenant, and Tenant shall reimburse Landlord as additional rent for any costs and expenses which Landlord thereby incurs; and Landlord shall not be liable to Tenant for any loss or damage which Tenant may sustain by reason of Landlord's action.

(b) Landlord may terminate this Lease or, without terminating this Lease, terminate Tenant's right to possession of the Leased Premises as of the date of such Default, and thereafter (i) neither Tenant nor any person claiming under or through Tenant shall be entitled to possession of the Leased Premises, and Tenant shall immediately surrender the Leased Premises to Landlord; and (ii) Landlord may re-enter the Leased Premises and dispossess Tenant and any other occupants of the Leased Premises by any lawful means and may remove their effects, without prejudice to any other remedy which Landlord may have. Upon the termination of this Lease, Landlord may declare the present value (discounted at the Prime Rate) of all rent which would have been due under this Lease for the balance of the Lease Term to be immediately due and payable, whereupon Tenant shall be obligated to pay the same to Landlord, together with all loss or damage which Landlord may sustain by reason of Tenant's default ("Default Damages"), which shall include reasonable expenses of preparing the Leased Premises

for re-letting, demolition, repairs, tenant finish improvements, brokers' commissions and attorneys' fees, it being expressly understood and agreed that the liabilities and remedies specified in this subsection (b) shall survive the termination of this Lease. Landlord agrees to use reasonable efforts to mitigate its damages hereunder. Tenant acknowledges that Landlord has other spaces to lease and shall be allowed to lease all other spaces first.

(c) Landlord may, without terminating this Lease, re-enter the Leased Premises and re-let all or any part thereof for a term different from that which would otherwise have constituted the balance of the Lease Term and for rent and on terms and conditions different from those contained herein, whereupon Tenant shall be immediately obligated to pay to Landlord as liquidated damages the present value (discounted at the Prime Rate) of the difference between the rent provided for herein and that provided for in any lease covering a subsequent re-letting of the Leased Premises, for the period which would otherwise have constituted the balance of the Lease Term, together with all of Landlord's Default Damages.

(d) Landlord may sue for injunctive relief or to recover damages for any loss resulting from the Default.

Section 13.03. Landlord's Default and Tenant's Remedies. Landlord shall be in default if it fails to perform any term, condition, covenant or obligation required under this Lease for a period of thirty (30) days after written notice thereof from Tenant to Landlord; provided, however, that if the term, condition, covenant or obligation to be performed by Landlord is such that it cannot reasonably be performed within thirty (30) days, such default shall be deemed to have been cured if Landlord commences such performance within said thirty-day period and thereafter diligently undertakes to complete the same. Upon the occurrence of any such default, Tenant may sue for injunctive relief or to recover damages for any loss directly resulting from the breach, but Tenant shall not be entitled to terminate this Lease or withhold, offset or abate any sums due hereunder.

Section 13.04. Limitation of Landlord's Liability. If Landlord shall fail to perform any term, condition, covenant or obligation required to be performed by it under this Lease and if Tenant shall, as a consequence thereof, recover a money judgment against Landlord, Tenant agrees that it shall look solely to Landlord's right, title and interest in and to the Building for the collection of such judgment; and Tenant further agrees that no other assets of Landlord shall be subject to levy, execution or other process for the satisfaction of Tenant's judgment.

Section 13.05. Nonwaiver of Defaults. Neither party's failure or delay in exercising any of its rights or remedies or other provisions of this Lease shall constitute a waiver thereof or affect its right thereafter to exercise or enforce such right or remedy or other provision. No waiver of any default shall be deemed to be a waiver of any other default. Landlord's receipt of less than the full rent due shall not be construed to be other than a payment on account of rent then due, nor shall any statement on Tenant's check or any letter accompanying Tenant's check be deemed an accord and satisfaction. No act or omission by Landlord or its employees or agents during the Lease Term shall be deemed an acceptance of a surrender of the Leased Premises, and no agreement to accept such a surrender shall be valid unless in writing and signed by Landlord.

Section 13.06. Attorneys' Fees. If either party defaults in the performance or observance of any of the terms, conditions, covenants or obligations contained in this Lease and the non-defaulting party obtains a judgment against the defaulting party, then the defaulting party agrees to reimburse the non-defaulting party for reasonable attorneys' fees incurred in connection therewith.

ARTICLE 14 - LANDLORD'S RIGHT TO RELOCATE TENANT

Landlord shall have the right upon at least ninety (90) days' prior written notice to Tenant to relocate Tenant and to substitute for the Leased Premises other space in the Building or in the Park containing at least as much rentable area and available parking as the Leased Premises. Such substituted space shall be improved by Landlord, at its expense, with improvements at least equal in quantity and quality to those in the Leased Premises. Landlord shall reimburse Tenant for all reasonable expenses incurred with and caused by such relocation, including, but not limited to, the costs to physically move Tenant's furniture and equipment, computer cabling, telephone wiring, stationery and business card costs and miscellaneous utility connection fees. In no event shall Landlord be liable to Tenant for any consequential damages as a result of any such relocation, including, but not limited to, loss of business income or opportunity.

ARTICLE 15 - TENANT'S RESPONSIBILITY REGARDING
ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES.

Section 15.01. Definitions.

(a) "Environmental Laws" - All present or future federal, state and municipal laws, ordinances, rules and regulations applicable to the environmental and ecological condition of the Leased Premises, the rules and regulations of the Federal Environmental Protection Agency or any other federal, state or municipal agency or governmental board or entity having jurisdiction over the Leased Premises.

(b) "Hazardous Substances" - Those substances included within the definitions of "hazardous substances," "hazardous materials," "toxic substances" "solid waste" or "infectious waste" under Environmental Laws and petroleum products.

Section 15.02. Compliance. Tenant, at its sole cost and expense, shall promptly comply with the Environmental Laws including any notice from any source issued pursuant to the Environmental Laws or issued by any insurance company which shall impose any duty upon Tenant with respect to the use, occupancy, maintenance or alteration of the Leased Premises whether such notice shall be served upon Landlord or Tenant.

Section 15.03. Restrictions on Tenant. Tenant shall operate its business and maintain the Leased Premises in compliance with all Environmental Laws. Tenant shall not cause or permit the use, generation, release, manufacture, refining, production, processing, storage or disposal of any Hazardous Substances on, under or about the Leased Premises, or the transportation to or from the Leased Premises of any Hazardous Substances, except as necessary and appropriate for its Permitted Use in which case the use, storage or disposal of such Hazardous Substances shall be performed in compliance with the Environmental Laws and the highest standards prevailing in the industry.

Section 15.04. Notices, Affidavits, Etc. Tenant shall immediately notify Landlord of (i) any violation by Tenant, its employees, agents, representatives, customers, invitees or contractors of the Environmental Laws on, under or about the Leased Premises, or (ii) the presence or suspected presence of any Hazardous Substances on, under or about the Leased Premises and shall immediately deliver to Landlord any notice received by Tenant relating to
(i) and (ii) above from any source. Tenant shall execute affidavits, representations and the like within five (5) days of Landlord's request therefor concerning Tenant's best knowledge and belief regarding the presence of any Hazardous Substances on, under or about the Leased Premises.

Section 15.05. Landlord's Rights. Landlord and its agents shall have the right, but not the duty, upon advance notice (except in the case of emergency when no notice shall be required) to inspect the Leased Premises and conduct tests thereon to determine whether or the extent to which there has been a violation of Environmental Laws by Tenant or whether there are Hazardous Substances on, under or about the Leased Premises. In exercising its rights herein, Landlord shall use reasonable efforts to minimize interference with Tenant's business but such entry shall not constitute an eviction of Tenant, in whole or in part, and Landlord shall not be liable for any interference, loss, or damage to Tenant's property or business caused thereby.

Section 15.06. Tenant's Indemnification. Tenant shall indemnify Landlord and Landlord's managing agent from any and all claims, losses, liabilities, costs, expenses and damages, including attorneys' fees, costs of testing and remediation costs, incurred by Landlord in connection with any breach by Tenant of its obligations under this Article 15. The covenants and obligations under this Article 15 shall survive the expiration or earlier termination of this Lease.

Section 15.07. Landlord's Representation. Notwithstanding anything contained in this Article 15 to the contrary, Tenant shall not have any liability to Landlord under this Article 15 resulting from any conditions existing, or events occurring, or any Hazardous Substances existing or generated, at, in, on, under or in connection with the Leased Premises prior to the Commencement Date of this Lease except to the extent Tenant exacerbates the same.

ARTICLE 16 - MISCELLANEOUS

Section 16.01. Benefit of Landlord and Tenant. This Lease shall inure to the benefit of and be binding upon Landlord and Tenant and their respective successors and assigns.

Section 16.02. Governing Law. This Lease shall be governed in accordance with the laws of the State where the Building is located.

Section 16.03. Guaranty. In consideration of Landlord's leasing the Leased Premises to Tenant, Tenant shall provide Landlord with a Guaranty of Lease executed by the guarantor(s) described in the Basic Lease Provisions, if any.

Section 16.04. Force Majeure. Landlord and Tenant (except with respect to the payment of any monetary obligation, unless otherwise specifically allowed for herein) shall be excused for the period of any delay in the performance of any obligation hereunder when such delay is occasioned by causes beyond its control, including but not limited to work stoppages, boycotts, slowdowns or strikes; shortages of materials, equipment, labor or energy; unusual weather conditions; or acts or omissions of governmental or political bodies.

Section 16.05. Examination of Lease. Submission of this instrument for examination or signature to Tenant does not constitute a reservation of or option for Lease, and it is not effective as a Lease or otherwise until execution by and delivery to both Landlord and Tenant.

Section 16.06. Indemnification for Leasing Commissions. The parties hereby represent and warrant that the only real estate brokers involved in the negotiation and execution of this Lease are the Brokers. Each party shall indemnify the other from any and all liability for the breach of this representation and warranty on its part and shall pay any compensation to any other broker or person who may be entitled thereto. The parties acknowledge that certain officers, directors, shareholders, or partners of Landlord or its general partner(s), are licensed real estate brokers and/or salesmen under the laws of the State of Florida. Tenant consents to such parties acting in such dual capacities.

Section 16.07. Notices. Any notice required or permitted to be given under this Lease or by law shall be deemed to have been given if it is written and delivered in person or by overnight courier or mailed by certified mail, postage prepaid, to the party who is to receive such notice at the address specified in Article 1. If delivered in person, notice shall be deemed given as of the delivery date. If sent by overnight courier, notice shall be deemed given as of the first business day after sending. If mailed, the notice shall be deemed to have been given on the date which is three business days after mailing. Either party may change its address by giving written notice thereof to the other party.

Section 16.08. Partial Invalidity; Complete Agreement. If any provision of this Lease shall be held to be invalid, void or unenforceable, the remaining provisions shall remain in full force and effect. This Lease represents the entire agreement between Landlord and Tenant covering everything agreed upon or understood in this transaction. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the execution hereof or in effect between the parties. No change or addition shall be made to this Lease except by a written agreement executed by Landlord and Tenant.

Section 16.09. Financial Statements. In the event of Tenant default during the Lease Term and any extensions thereof, Tenant shall provide to Landlord, within fifteen (15) days from Landlord's written request, a copy of Tenant's most recent financial statements (certified and audited if the Minimum Annual Rent hereunder exceeds $100,000) prepared as of the end of Tenant's fiscal year. Such financial statements shall be signed by Tenant who shall attest to the truth and accuracy of the information set forth in such statements. All financial statements provided by Tenant to Landlord hereunder shall be prepared in conformity with generally accepted accounting principles, consistently applied.

Section 16.10. Signage. Landlord shall have the right to approve the placing of signs and the size and quality of the same. Tenant shall place no exterior signs on the Leased Premises without the prior written consent of Landlord. Any signs not in conformity with the Lease may be immediately removed by Landlord.

Section 16.11. Consent. Where the consent of a party is required, such consent will not be unreasonably withheld.

Section 16.12. Parking. Tenant shall be entitled to use on a non-exclusive basis 7 parking spaces per thousand square feet of Leased Premises and shall park in common with other tenants of Landlord. Subject to the immediately preceding sentence, Tenant agrees not to overburden the parking facilities and agrees to cooperate with Landlord and other tenants in the use of parking facilities. Landlord reserves the right in its absolute discretion to determine whether parking facilities are becoming crowded and, in such event, to allocate parking spaces among Tenant and other tenants. There will be no assigned parking unless Landlord, in its sole discretion, may deem advisable. No vehicle may be repaired or serviced in the parking area and any vehicle deemed abandoned by Landlord will be towed from the project and all costs therein shall be borne by the Tenant. All driveways, ingress and egress, and all parking spaces are for the joint use of all tenants. There shall be no parking permitted on any of the streets or roadways located within the Park.

Section 16.13. Time. Time is of the essence of each term and provision of this Lease.

Section 16.14. Representations and Warranties. The undersigned represent and warrant that (i) such party is duly organized, validly existing and in good standing (if applicable) in accordance with the laws of the state under which it was organized; (ii) the Tenant is authorized to do business in the State where the Building is located; and (iii) the individual executing and delivering this Lease has been properly authorized to do so, and such execution and delivery shall bind such party.

Section 16.15. Radon Gas. Radon Gas is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit.

(SIGNATURES CONTAINED ON FOLLOWING PAGE)

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first above written.

Signed, sealed and delivered        LANDLORD:
as to Landlord, in the
presence of:                        DUKE-WEEKS REALTY LIMITED
                                    PARTNERSHIP, an Indiana limited partnership

___________________________
Unofficial Witness                          By:  Duke-Weeks Realty Corporation,
                                                 its General Partner

___________________________                        By:_________________________
Unofficial Witness                                 Name:_______________________
                                                   Title:______________________

___________________________
Notary Public



Signed, sealed and delivered        TENANT:
as to Tenant, in the
presence of:
                                    ASSET ACCEPTANCE CORP.

___________________________
Unofficial Witness
                                             By:_________________________
                                             Name:_______________________
___________________________                  Title:______________________
Unofficial Witness

                                             Attest:_____________________
___________________________                  Name:_______________________
Notary Public                                Title:______________________


                                                    (CORPORATE SEAL)

EXHIBIT A

Site Plan

EXHIBIT B

EXHIBIT "C"

LETTER OF UNDERSTANDING

Duke-Weeks Realty Limited Partnership, an Indiana limited partnership Attention: PM NAME
Address
City, State Zip

RE: Lease between DUKE-WEEKS REALTY LIMITED PARTNERSHIP, AN INDIANA LIMITED PARTNERSHIP ("Landlord") and [COMPNAME] ("Tenant") for the Leased Premises located at [ADDRESS1],
[ADDRESS2], [CITY], [STATE], [ZIP] (the "Leased Premises"), dated LEASE START DATE ( the "Lease").

Dear [Prefix] [FirstName] [LastName]:

The undersigned, on behalf of the Tenant, certifies to the Landlord as follows:

1. The Commencement Date under the Lease is [COMMENCEDT].

2. The Rent Commencement Date is [RENTCOMMENCEDT].

3. The Expiration Date of the Lease is [LEASEENDDT].

4. The Lease (including amendments or guaranty, if any) is the entire agreement between Landlord and Tenant as to the leasing of the Leased Premises and is in full force and effect.

5. The Landlord has completed the improvements designated as Landlord's obligation under the Lease, if any, and Tenant has accepted the Leased Premises as of the Commencement Date.

6. To the best of the undersigned's knowledge, there are no uncured events of default by either Tenant or Landlord under the Lease.

IN WITNESS WHEREOF, the undersigned has caused this Letter of Understanding to be executed this ____ day of ___________, 2000.

By:___________________________________

Printed Name:_________________________

Title: _______________________________

EXHIBIT "D"

SPECIAL STIPULATIONS

OPTION TO RENEW:

A. Option to Renew. Provided that (i) there has not been an event of Default beyond any applicable cure periods at any time during the Lease Term,
(ii) the creditworthiness of Tenant is materially the same as or better than on the Commencement Date, and (iii) Tenant named herein remains in possession of and has been continuously operating in substantially the entire Leased Premises throughout the Lease Term, Tenant shall have the option to extend the Lease Term for two (2) five (5) year terms (each an "Extension Term"). Each Extension Term shall be upon the same terms and conditions contained in the Lease except the Minimum Annual Rent for such Extension Term shall be adjusted as set forth herein ("Rent Adjustment"). Tenant shall exercise such option by delivering to Landlord, no later than one hundred eighty (180) days prior to the expiration of the then current term thereof, written notice of Tenant's desire to extend the term of the Lease. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it. Landlord shall notify Tenant of the amount of the rent adjustment no later than thirty (30) days from receipt of Tenant's Notice to exercise the Extension Term. Within thirty (30) days thereafter, Tenant shall inform Landlord of its intention to so extend the Lease Term at the quoted rent adjustment. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease (or, at Landlord's option, a new lease on the form then in use for the Building) reflecting the terms and conditions of the Extension Term.

B. Market Rent Adjustment. The Minimum Annual Rent for each Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective new tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity provided, however, that in no event shall the Minimum Annual Rent during the Extension Term be less than the highest Minimum Annual Rent payable during the Lease Term. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

RIGHT OF FIRST REFUSAL:

Provided that (i) there has not been an event of Default beyond any applicable cure periods at any time during the Lease Term, (ii) the creditworthiness of Tenant is materially the same as or better than on the Commencement Date, and (iii) Tenant named herein remains in possession of and has been continuously operating in substantially the entire Leased Premises throughout the Lease Term, and subject to any rights of other tenants to the Refusal Space, as defined below, Tenant shall have a right of first refusal (the "Refusal Option") to lease additional space in the Building (the "Refusal Space"). Landlord shall notify Tenant in writing ("Landlord's Notice") of the availability of available space located within the Building containing approximately 10,000 rentable square feet of space, as more particularly depicted on Exhibit "A" (the "Refusal Space") before entering into a lease with a third party for such Refusal Space. Tenant shall have five (5) business days from its receipt of Landlord's Notice to deliver to Landlord a written acceptance agreeing to lease the Refusal Space on the terms and conditions contained in Landlord's Notice. In the event Tenant fails to notify Landlord of its acceptance within said five (5) day period, such failure shall be conclusively deemed a waiver of Tenant's Right of First Refusal and a rejection of the Refusal Space, whereupon Tenant shall have no further rights with respect to the Refusal Space and Landlord shall be free to lease the Refusal Space to a third party. In the event Tenant accepts the Refusal Space on the terms and conditions specified in the Landlord's Notice, the term for the Refusal Space shall be coterminous with the term for the original Leased Premises; provided, however, that the minimum term for the Refusal Space shall be thirty-six (36) months and the Term for the original Leased Premises shall be extended, to be coterminous with the term for the Refusal Space. The Minimum Annual Rent for the Refusal Space shall be equal to the rate which is then being quoted by Landlord to prospective new tenants for the Refusal Space, , provided, however, that in no event shall Tenant's Minimum Annual Rent per square foot for the Refusal Space be less than the highest Minimum Annual Rent per square foot payable during the original Lease Term for the original Leased Premises. The Minimum Annual Rent for the original Leased Premises during any such extended term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective new tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, provided, however, that in no

event shall the Minimum Annual Rent during such extended term be less than the highest Minimum Annual Rent payable during the Lease Term for the original Leased Premises.

EXPANSION OPTION

Provided that (i) there has not been an event of Default beyond any applicable cure periods at any time during the Lease Term, (ii) the creditworthiness of Tenant is materially the same as or better than on the Commencement Date, and (iii) Tenant does not exercise its Right of First Offer as set forth hereinabove, Tenant shall have the option, exercisable after the thirty sixth (36th) month of the Lease Term, to relocate to other premises owned by Landlord within the Park meeting Tenant's space requirements. The expansion space must be 5,000 square feet more than the Leased Premises. The lease term for the expansion space shall be a minimum of five (5) years and shall be on terms and conditions mutually acceptable to Landlord and Tenant. Tenant shall not be required to pay a penalty in connection with a termination of this Lease. In no event shall Landlord be required to terminate this Lease in order to relocate Tenant to any place other than another building owned by Landlord, as described above.

FIRST AMENDMENT TO LEASE AGREEMENT

THIS FIRST AMENDMENT TO LEASE AGREEMENT (hereinafter referred to as the "First Amendment") is made as of the 2nd day of March 2001, by and between DUKE-WEEKS REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (hereinafter referred to as "Landlord") and ASSET ACCEPTANCE CORP., a Nevada corporation (hereinafter referred to as "Tenant").

WITNESSETH:

WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated September 14, 2000, (hereinafter referred to as the "Agreement") for the lease of 10,000 square feet of office space at 563 Lake Kathy Drive, Brandon, Florida which is more particularly described in Exhibit "A" to the Agreement and certain easements, rights and privileges appurtenant thereto (hereinafter referred to as the "Existing Premises"); and

WHEREAS, Landlord and Tenant desire to enter into this First Amendment in order to provide for a correction in the square footage of the Existing Premises and to amend the rental accordingly upon terms and conditions mutually accepted to Landlord and Tenant;

WHEREAS, Tenant desires to lease an additional 11,050 square feet of office space at 563 Lake Kathy Drive, Brandon, Florida as shown on the plan attached hereto as Exhibit "A" (hereinafter the "Additional Space"); and

WHEREAS, Landlord and Tenant desire to enter into this First Amendment in order to provide for a correction in the square footage of the Existing Premises, to provide for said expansion of the Existing Premises to amend the rental rate for the entire Leased Premises accordingly upon terms and conditions mutually accepted to Landlord and Tenant;

NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) paid by Landlord and Tenant to one another, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Landlord and Tenant, Landlord and Tenant amend the Agreement as follows:

1. The Agreement is hereby amended to reflect a correction in the measurement of the square footage of the Existing Premises and to provide for the lease by Tenant of 10,700 rentable square feet of office space and shall hereafter constitute the Existing Premises for all purposes under the Agreement.

2. Effective on the later of (i) April 15, 2001 or (ii) the date of Substantial Completion of the improvements to the Additional Space (hereinafter referred to as the "Additional Space Commencement Date") and continuing until midnight on December 14, 2006, Tenant shall lease, on all the same terms, covenants and conditions as the Agreement except as hereinafter provided, the Additiona1 Space, which together with the Existing Premises equals a total of 21,750 square feet (the Additional Space and the Existing Premises shall be collectively hereinafter referred to

as the "Leased Premises" and for all purposes of the Agreement, the definition of the "Leased Premises" shall be deemed to mean the Leased Premises as amended hereby). Provided, however, in the event the Additional Space Commencement Date is delayed due to Tenant Delays (as hereinafter defined), then Tenant shall commence payment of rent as set forth herein on the date that the Additional Space Commencement Date would have occurred but for the Tenant Delays. "Tenant Delays", as used herein, shall mean and refer to delays directly or substantially attributable to or caused by Tenant or Tenant's employees or agents. "Substantial Completion" shall mean completion of construction of the improvements to the Additional Space as set forth on the plans and specifications attached hereto as Exhibit "B". Landlord agrees to provide to Tenant at least five (5) days prior written notice of the date on which it expects to achieve Substantial Completion.

3. Effective April 15, 2001, Sections 1.01 D. and 1.01 E. of the Agreement are hereby deleted in their entirety and the following inserted in lieu thereof:

D. Minimum Annual Rent:

Months 01 - 03            Abated Monthly Rental Installments
Month  04                 $10,254.17 (1 month rental)
Months 05 - 07            $30,762.50 (3 months rental)
Months 08 - 12            $103,067.71 (5 months rental)
Months 13 - 24            $254,864.50
Months 25 - 36            $262,584.00
Months 37 - 48            $270,521.00
Months 49 - 60            $278,568.50
Months 61 - 72            $286,940.50

(Rent does not include applicable Florida State Sales Tax or Additional Rent)

E. Monthly Rental Installments:

Months 01 - 03            Abated Monthly Rental Installments
Months 04 - 07            $10,254.17 per month
Months 08 - 12            $20,613.54 per month
Months 13 - 24            $21,238.70 per month
Months 25 - 36            $21,882.00 per month
Months 37 - 48            $22,543.41 per month
Months 49 - 60            $23,214.04 per month
Months 61 - 72            $23,911.70 per month

(Rent does not include applicable Florida State Sales Tax or Additional Rent)

4. Landlord shall deliver the Additional Space to Tenant on an "as is" "where is" basis. Landlord shall construct in a good and workmanlike manner the improvements to the Additional Space designated as Landlord's obligations in the attached Exhibit "B".

5. Effective April 15, 2001, Section 1.01 C. of the Agreement is hereby amended to provide that Tenant's Proportionate Share shall equal 37.4%, which is calculated by dividing the total rentable square footage of the Leased Premises (21,750 sq. ft.) by the total rentable square footage of the Building (58,210 sq. ft.).

6. The Right of First Refusal as contained in Exhibit "D" of the Agreement is hereby amended to provide that Tenant has exercised it's Right of First Refusal to the Refusal Space as described therein. The Agreement is further amended to provide that Tenant shall have an additional Right of First Refusal to lease 3,953 rentable square feet of space, as more particularly depicted on Exhibit "A" attached hereto (the "Second Refusal Space"). The Second Refusal Space shall be available to Tenant under all the terms and conditions as set forth in Exhibit "D", Right of First Refusal, of the original Least Agreement.

7. Provided that (i) Tenant has not been in Default beyond any applicable cure periods at any time during the Agreement, (ii) the creditworthiness of Tenant is materially the same as or better than on the Commencement Date, (iii) Tenant named herein remains in possession of and has been continuously operating in substantially the entire Leased Premises throughout the Lease Term and (iv) the current use of the Leased Premises is consistent with the Permitted Use thereunder, and subject to any rights of other tenants to the Right of First Offer Space, Landlord shall notify Tenant in writing ("Landlord's Notice") of the availability of available space located within the Building containing approximately 8,262 rentable square feet of space, as more particularly depicted on Exhibit "A" (the "Right of First Offer Space") before marketing such Right of First Offer Space. Tenant shall have five
(5) business days from its receipt of Landlord's Notice to deliver to Landlord a written acceptance agreeing to lease the Right of First Offer Space on the terms and conditions contained in Landlord's Notice. In the event Tenant fails to notify Landlord of its acceptance within said five (5) day period, then this Right of First Offer shall remain in effect and shall not be deemed a waiver of Tenant's Right of First Offer, however Landlord shall be free to lease the Right of First Offer Space to a third party. In the event Tenant accepts the Right of First Offer Space on the terms and conditions specified in the Landlord's Notice, the term for the Right of First Offer Space shall be coterminous with the term for the original Leased Premises; provided, however, that the minimum term for the Right of First Offer Space shall be thirty-six (36) months and the Term for the original Leased Premises shall be extended, to be coterminous with the term for the Right of First Offer Space. The Minimum Annual Rent for the Right of First Offer Space shall be equal to the rate which is then being quoted by Landlord to prospective new tenants for the Right of First Offer Space, provided, however, that in no event shall Tenant's Minimum Annual Rent per square foot for the Right of First Offer Space be less than the highest Minimum Annual Rent per square foot payable during the original Lease Term for the original Leased Premises. The Minimum Annual Rent for the original Leased Premises during any such extended term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective new tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, provided, however, that in no event shall the Minimum Annual Rent during such extended term be less than the highest Minimum Annual Rent payable during the Lease Term for the original Leased Premises.

8. The Expansion Option as contained in Exhibit D of the Agreement is hereby amended to provide that the expansion space as described in that paragraph must be at least fifty (50%) more square footage than the Leased Premises as defined herein. All other terms and conditions of the Expansion Option paragraph shall remain in full force and effect.

9. Except as expressly modified by this First Amendment, all provisions, terms and conditions of the Agreement shall remain in full force and effect.

10. In the event a provision of this First Amendment conflicts with a provision of the Agreement, the First Amendment shall supersede and control.

11. All terms and phrases used herein shall have the same meaning as assigned to them in the Agreement.

12. This First Amendment shall not be of any legal effect or consequence unless signed by Landlord and Tenant, and once signed by Landlord and Tenant it shall be binding upon and inure to the benefit of Landlord, Tenant, and their respective legal representatives, successors and assigns.

13. This First Amendment has been executed and shall be construed under the laws of the State of Florida.

IN WITNESS WHEREOF, the undersigned have caused this First Amendment to be executed under seal and delivered as of the day and year first above written.

LANDLORD:

DUKE-WEEKS REALTY LIMITED

Signed, sealed and delivered            PARTNERSHIP, an Indiana limited
as to Landlord, in the                  partnership
presence of:
                                             By:  Duke-Weeks Realty Corporation,
                                                  its General Partner
/s/ Susan Ngz
Unofficial Witness                           By:    /s/ Moses L. Salcido
                                             Name:  Moses L. Salcido
                                             Title: Senior Vice President
/s/ Carlita D. Awooten
Unofficial Witness



Signed, sealed and delivered            TENANT:
as to Tenant, in the
presence of:                            ASSET ACCEPTANCE CORP.


/s/ Heather Reitzel                          By:    /s/ Rufus H. Reitzel
Unofficial Witness                           Name:  Rufus H. Reitzel
                                             Title: C.E.O. A.A.C.

/s/ Mia Kain
Unofficial Witness                      ATTEST:

                                              By: _____________________________
                                              Name: ___________________________
                                              Title: __________________________

[Corporate Seal]

EXHIBIT "A"
To The First Amendment

EXHIBIT B
Tenant Improvements
to "Additional Space"

SECOND AMENDMENT TO LEASE AGREEMENT

THIS SECOND AMENDMENT TO LEASE AGREEMENT (hereinafter referred to as the "Second Amendment") is made as of the ________ day of __________ 2001, by and between DUKE-WEEKS REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (hereinafter referred to as "Landlord") and ASSET ACCEPTANCE CORP., a Nevada corporation (hereinafter referred to as "Tenant").

WITNESSETH:

WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated September 14, 2000, as amended by that certain First Amendment to Lease Agreement dated March 2, 2001 (hereinafter collectively referred to as the "Agreement") for the lease of 21,750 square feet of office space at 563 Lake Kathy Drive, Brandon, Florida which is more particularly described in Exhibit "A" to the Agreement and certain easements, rights and privileges appurtenant thereto (hereinafter referred to as the "Existing Premises"); and

WHEREAS, Tenant desires to exercise its Right of First Refusal as provided in that certain First Amendment to Lease Agreement for the lease of an additional 3,953 square feet of office space at 563 Lake Kathy Drive, Brandon, Florida, defined as the Second Refusal Space and as shown on the plan attached hereto as Exhibit "A" (hereinafter the "Additional Premises"); and

WHEREAS, Landlord and Tenant desire to enter into this Second Amendment in order to provide for the exercise of Tenant's Right of First Refusal for the Additional Premises on terms and conditions mutually accepted to Landlord and Tenant;

NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) paid by Landlord and Tenant to one another, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Landlord and Tenant, Landlord and Tenant amend the Agreement as follows:

1. Effective on the earlier of (i) July 15, 2001 or (ii) the date of Substantial Completion of the improvements to the Additional Premises (hereinafter referred to as the "Additional Premises Commencement Date") and continuing until midnight on December 14, 2006, Tenant shall lease, on all the same terms, covenants and conditions as the Agreement except as hereinafter provided, the Additional Premises, which together with the Existing Premises equals a total of 25,703 square feet (the Additional Premises and the Existing Premises shall be collectively hereinafter referred to as the "Leased Premises" and for all purposes of the Agreement, the definition of the "Leased Premises" shall be deemed to mean the Leased Premises as amended hereby). Provided, however, in the event the Additional Premises Commencement Date is delayed due to Tenant Delays (as hereinafter defined), then Tenant shall commence payment of rent as set forth herein on the date that the Additional Premises Commencement Date would have occurred but for the Tenant Delays. "Tenant Delays", as used herein, shall mean and refer to delays directly or substantially attributable to or caused by Tenant or Tenant's employees or agents. "Substantial Completion" shall mean completion of construction of the improvements to the Additional Premises as set forth on the plans and specifications attached hereto as Exhibit "B". Landlord agrees to provide to Tenant at least five (5) days prior written notice of the date on which it expects to achieve Substantial Completion.

3. Sections 1.01 D. and 1.01 E. of the Agreement are hereby deleted in their entirety and the following inserted in lieu thereof:

D. Minimum Annual Rent:

Existing Premises (21, 750 sq. ft.)

Months 01 -- 03           Abated Monthly Rental Installments
Month  04                 $10,254.17 (1 month rental)
Months 05 -- 07           $30,762.50 (3 months rental)

Months 08 -- 12           $121,597.40 (5 months rental)
Months 13 -- 24           $300,679.68 per year
Months 25 -- 36           $309,782.88 per year
Months 37 -- 48           $319,103.28 per year
Months 49 -- 60           $328,613.52 per year
Months 61 -- 72           $338,487.48 per year

(Rent does not include applicable Florida State Sales Tax or Additional Rent)

E. Monthly Rental Installments:

Existing Premises (21, 750 sq. ft.)

Months 01 - 03            Abated Monthly Rental Installments

Months 04 -- 07           $10,254.17 per month

Months 08 -- 12           $24,319.48 per month
Months 13 -- 24           $25,056.64 per month
Months 25 -- 36           $25,815.24 per month
Months 37 -- 48           $26,591.94 per month
Months 49 -- 60           $27,384.46 per month
Months 61 -- 72           $28,207.29 per month

(Rent does not include applicable Florida State Sales Tax or Additional Rent)

4. Landlord shall deliver the Additional Premises to Tenant on an "as is" "where is" basis. Landlord shall construct in a good and workmanlike manner the improvements to the Additional Space designated as Landlord's obligations in the attached Exhibit "B".

5. Tenant, upon execution of this Second Amendment to Lease Agreement, shall deposit with Landlord the sum of Four Thousand and 00/100 ($4,000.00) Dollars as additional security for the Leased Premises. Section 1.01 I of the Agreement is hereby amended to provide that the Security Deposit shall equal Fifteen Thousand Eight Hundred Fifty Eight and 14/100 ($15,858.14) Dollars.

6. Effective on the Additional Premises Commencement Date, the Agreement is hereby amended to provide that Tenant's Proportionate Share shall equal 44.2%, which is calculated by dividing the total rentable square footage of the Leased Premises (25,703 sq.ft.) by the total rentable square footage of the Building (58,210 sq.ft.).

7. Paragraph 7 of the First Amendment to Lease Agreement is hereby deleted in its entirety and Tenant shall have no further rights to the Right of First Offer Space as defined therein.

8. Except as expressly modified by this Second Amendment, all provisions, terms and conditions of the Agreement shall remain in full force and effect.

9. In the event a provision of this Second Amendment conflicts with a provision of the Agreement, the Second Amendment shall supersede and control.

10. All terms and phrases used herein shall have the same meaning as assigned to them in the Agreement.

11. This Second Amendment shall not be of any legal effect or consequence unless signed by Landlord and Tenant, and once signed by Landlord and Tenant it shall be binding upon and inure to the benefit of Landlord, Tenant, and their respective legal representatives, successors and assigns.

12. This Second Amendment has been executed and shall be construed under the laws of the State of Florida.

IN WITNESS WHEREOF, the undersigned have caused this Second Amendment to be executed under seal and delivered as of the day and year first above written.

                                             By:  Duke-Weeks Realty Corporation,
                                                  its General Partner
___________________________
Unofficial Witness                           By:_________________________
                                             Name:_______________________
                                             Title:______________________
___________________________
Unofficial Witness



Signed, sealed and delivered        TENANT:
as to Tenant, in the
presence of:                        ASSET ACCEPTANCE CORP.


___________________________                  By:_________________________
Unofficial Witness                           Name:_______________________
                                             Title:______________________

___________________________
Unofficial Witness                  ATTEST:

                                             By:_________________________
                                             Name:_______________________
                                             Title:______________________

                                                       [Corporate Seal]

EXHIBIT A
TO THE SECOND AMENDMENT

[FLOOR PLAN]

EXHIBIT B
TO THE SECOND AMENDMENT

Landlord to provide, at its sole cost, tenant improvements to the Additional Space in accordance to space planning and programming to be completed and mutually agreed to by Landlord and Tenant no later than May 15, 2001, and provided said Tenant Improvements shall be commensurate in design and quality with the Existing Premises.

EXHIBIT 10.10

LEASE

THIS LEASE made as of the 17th day of November, 2000 by and between BROOKLYN HEIGHTS BUSINESS PARK LIMITED, an Ohio limited liability company, having a principal office c/o Chelm Properties, 31000 Aurora Road, Solon, Ohio 44139 (the "Landlord") and ASSET ACCEPTANCE CORP, a Michigan corporation, having a principal office at 6985 Miller Rd., Warren, MI 48092 (the "Tenant").

WITNESSETH:

ARTICLE I
PREMISES

1.1 Premises. Landlord, in consideration of the rents to be paid and the covenants and agreements to be performed and observed by Tenant, does hereby lease unto Tenant, and Tenant does hereby lease and take from Landlord, a portion of the building (the "Building") located at 600 Safeguard Plaza in the City of Brooklyn Heights, County of Cuyahoga, and State of Ohio, located on the real property (the "Land") more particularly described in Exhibit "A" attached hereto and made a part hereof. The Land and the Building are hereinafter sometimes jointly referred to as the "Property". The portion of the Building being leased by Tenant hereunder contains approximately 11,525 square feet of gross floor area (the "Premises"), as more particularly depicted on the site plan attached hereto as Exhibit "B" and made a part hereof.

1.2 Common Areas. Tenant, its employees, customers, licensees and invitees, shall have a non-exclusive license and right to use, in common with Landlord and all tenants of the Building and their respective employees, customers, licensees and invitees, all parking areas, access roads, truck ways, driveways, loading docks and areas, sidewalks, ramps, landscaped areas, hallways, stairways and other areas, facilities and improvements which may be provided by Landlord for the general use in common of tenants of the Building and their employees, customers, licensees and invitees (collectively, the "Common Areas").

ARTICLE II
TERM

2.1 Term. The term of this Lease shall be for a period of five (5) years, commencing on the Commencement Date (as hereinafter defined) and ending on the last day of the fifth (5th) Lease Year (as hereinafter defined) thereafter.

2.2 Commencement Date. The "Commencement Date" of this Lease shall be the earlier of (i) the Date of Delivery of Possession (as hereinafter defined) or (ii) Tenant's opening for business in the Premises. Notwithstanding the foregoing, in any case, the Commencement Date shall not occur prior to February 1, 2001.

2.3 Date of Delivery of Possession. The "Date of Delivery of Possession" shall be the day after Landlord's Work (as hereinafter defined) is completed to the extent reasonably required for the installation by Tenant of Tenant's fixtures, furnishings and equipment. Landlord shall give Tenant written notice of the Date of Delivery of Possession. Notwithstanding anything contained in this Lease to the contrary, all obligations of Tenant under this Lease shall commence upon the Date of Delivery of Possession, except for Tenant's obligations to pay Fixed Rent and Operating Expenses, which shall commence on the Commencement Date. Notwithstanding the foregoing, Tenant, provided that they are not open for business and do not interfere with Landlord's ability to complete Landlord's Work, shall have the right to occupy the Premises two weeks prior to the Commencement Date for the purposes of inspection and equipment installation. Upon such occupancy, all terms and conditions of the Lease (other than Base Rent and Additional Rent during the two week period) shall be in full force and effect.

2.4 Lease Year. The first "Lease Year" shall be a period of twelve (12) calendar months from the Commencement Date, except that if the Commencement Date shall be other than the first day of a calendar month, the first Lease Year shall include the period from the Commencement Date to the end of the calendar month in which the Commencement Date occurs (the "First Partial Month") plus the following twelve (12) calendar months. Each Lease Year after the first Lease Year shall be a successive period of twelve (12) consecutive calendar months.

ARTICLE III
RENT

3.1 Fixed Rent. Tenant agrees to pay to Landlord, without demand, notice or set-off, as a fixed rent (the "Fixed Rent"):

3.1.1 the sum One Hundred Thirty Eight Thousand Three Hundred and 00/100 dollars ($138,300.00) per Lease Year, payable in fixed equal monthly installments of Eleven Thousand Five Hundred Twenty Five and 00/100 ($11,525.00) on the first day of each and every calendar month during the first Lease Year; provided, however, that if the first Lease Year includes a First Partial Month, then Tenant shall in addition pay a prorated monthly installment of Fixed Rent for such First Partial Month together with the first regular monthly installment on the Commencement Date;

3.1.2 the sum of One Hundred Forty One Thousand One Hundred Eighty One and 20/100 ($141,181.20) per Lease Year, payable in fixed equal monthly installments of Eleven Thousand Seven Hundred Sixty Five and 10/100 Dollars ($11,765.10) on the first day of each and every calendar month during the second Lease Year; and

3.1.3 the sum of One Hundred Forty Four Thousand Sixty Two and 40/100

Dollars ($144,062.40) per Lease Year, payable in fixed monthly installments of Twelve Thousand Five and 20/100 Dollars ($12,005.20) on the first day of each and every calendar month during the third Lease Year; and

3.1.4 the sum of One Hundred Forty Six Thousand Nine Hundred Forty Three and 72/100 Dollars ($146,943.72) per Lease Year, payable in fixed equal monthly installments of Twelve Thousand Two Hundred Forty Five and 31/100 Dollars ($12,245.31) on the first day of each and every calendar month during the fourth Lease Year; and

3.1.5 the sum of One Hundred Forty Nine Thousand Eight Hundred Twenty Five and 04/100 Dollars ($149,825.04 per Lease Year, payable in fixed monthly installments of Twelve Thousand Four Hundred Eighty Five and 42/100 Dollars ($12,485.42) on the first day of each and every calendar month during the fifth Lease Year.

3.2 Security Deposit. Tenant agrees to deposit, concurrently upon execution of this Lease by Tenant, the sum of Twelve Thousand Two Hundred Forty Five and 31/100 Dollars ($12,245.31), which entire sum Tenant agrees shall be applied to any damages incurred by Landlord for any breach of any of the conditions or covenants of this Lease. Tenant further agrees that no portion of the sum deposited by virtue of this Section shall be used for rent. Tenant also agrees that there shall be deducted from any returnable portion of the aforesaid deposit reasonable attorney fees and expenses incurred by Landlord in the enforcement of any provision of this Lease. Tenant shall be entitled to a refund of the aforesaid deposit from Landlord without interest after vacation of the Premises at the expiration of this Lease or any renewal thereof, provided that all of the terms of this Lease have been complied with, less any deductions authorized herein and without any prejudice to any future claims of Landlord for actual damages and/or rent in excess of said sum.

3.3 Additional Charges- Tenant's Proportionate Share. During the term of this Lease, Tenant shall pay, as additional rent, Tenant's Proportionate Share (as hereinafter defined) of all (i) Taxes (as defined in Section 4.2 hereof) and (ii) Operating Expenses (as defined in Section 6.5 hereof). Landlord shall estimate the Taxes and Common Area Charges for the next succeeding lease year, and Tenant shall pay to Landlord, together with the Base Rent, a sum equal to one-twelfth (1/12) of the estimated annual Taxes and Common Area Charges at the time each installment of Base Rent is due. At the end of each lease year (or calendar year at the option of Landlord), Landlord shall adjust the estimated Taxes and Common Area Charges to reflect actual costs. At the time of such adjustment, Landlord shall provide Tenant with a written statement, which enumerates in reasonable detail the basis for the computation of Taxes and Common Area Charges for the period in question. If such statement reflects additional sums due and owing to Landlord, Tenant shall pay the same in full within ten (10) days of receipt of such statement or with the next installment of rent due, whichever is later. If such statement reflects an overpayment by Tenant, said overpayment may be used to reduce the next month's payment of Taxes and Common Area Charges. "Tenant's Proportionate Share" shall mean the total amount of Taxes and/or Operating

Expenses, as the case may be, multiplied by a fraction, the numerator of which shall be the gross leasable area of the Premises and the denominator of which shall be the gross leasable area of the Building. Tenant's initial Proportionate Share shall be Thirty Seven and 85/100 percent (37.85 %).

3.3.1 Right To Audit. Tenant shall have the right, exercised within one hundred eighty (180) days after Tenant's receipt of the written statement set forth above, to conduct an audit or inspection of Landlord's books with respect to Taxes and Operating Expenses. If Tenant does not cause inspection or audit of Landlord's records to be made within such one hundred and eighty (180) day period, then Tenant shall have no further right to audit or question the correctness or accuracy of Taxes and Operating Expenses for the year covered by such written statement. If Tenant's inspection or audit of Landlord's records reveals an overpayment of Taxes and/or Operating Expenses by Tenant, then provided Landlord does not dispute the results of such inspection or audit, Landlord shall promptly credit such overpayment to Tenant's next monthly payments of Taxes and/or Operating Expenses. Should Landlord dispute the results of Tenant's inspection or audit, and it is found that additional amounts are owed by Tenant, then payment in full shall be due from Tenant within thirty (30) days of such finding.

3.4 Net Lease. This Lease shall be deemed and construed to be a "Net Lease", and Tenant shall pay to Landlord, absolutely net throughout the term of this Lease, the Fixed Rent, and other payments hereunder, free of any charges, assessments, impositions or deductions of any kind and without abatement, deduction or set-off, and under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind whatsoever or be under any other obligation or liability hereunder except as herein otherwise expressly set forth.

3.4.1 Maximum Increase In Operating Expenses. Notwithstanding anything in this Lease to the contrary, Tenant will be responsible for Tenant's proportionate Share of real estate taxes, including the reasonable costs and expenses of contesting the validity or amount of real estate taxes, service payments in lieu of real estate taxes, assessments, insurance premiums, utilities and management or administrative fees applicable to such expenses ("Uncontrollable Expenses"), without regard to the level of increase in any or all of the above in any year or other period of time. Tenant's obligation to pay all other Building Operating Expenses which are not Uncontrollable Expenses (herein "Controllable Expenses") shall be limited to an eight percent (8%) per annum increase over the amount of the Controllable Expenses for the immediately preceding calendar year, beginning with the actual Controllable Expenses for the year ending December 31, 2001.

3.5 Place of Payment. All payments of Fixed Rent, and other payments required to be made to Landlord, shall be in lawful money of the United States of America and shall be paid

to Landlord at its principal place of business stated on Page 1 of this Lease, or to such other person and/or at such other place as Landlord may designate from time to time in writing to Tenant.

3.6 Obligation to Pay Rent Absolute. Subject to the provisions contained in Articles XIII and XIV, no happening, event, occurrence or situation during the term of this Lease, whether foreseen or unforeseen, and however extraordinary, shall permit Tenant to quit or surrender the Premises or this Lease or shall relieve Tenant from its liability to pay the full Fixed Rent and other charges under this Lease, or shall relieve Tenant from any of its other obligations under this Lease, and Tenant waives any rights now or hereafter conferred upon it by statute, proclamation, decree or order, or otherwise, to quit or surrender the Premises or this Lease, or any part thereof, or to any abatement, diminution, reduction or suspension of rent on account of any such event, happening, occurrence or situation.

3.7 Late Payment. If Tenant shall fail to pay any Fixed Rent or other charges due under this Lease within five (5) business days after the same are due, all delinquent sums shall bear interest from the original due date therefor (without regard to any grace or cure period) at an annual rate of interest (the "Default Rate") equal to the greater of (a) the "prime rate" in effect on the date such amounts become due, as publicly announced in the "Money Rates" section of the Wall Street Journal, or (b) eighteen percent (18%) per annum, from the first (1st) day due until paid; provided, however, if the Wall Street Journal ceases to be published, or ceases publishing the "prime rate" in such section or a comparable section, or if the "prime rate" is no longer customarily used as an interest rate index, then Landlord shall select a reasonably comparable index for determining the interest rate payable as permitted above. In no event shall Tenant be obligated to pay interest beyond the maximum rate permitted by law. Any additional Fixed Rent determined to be due as aforestated shall be payable with the next monthly installment of Fixed Rent. Any payment by Tenant or acceptance by Landlord of a check for a lesser amount than shall be due from Tenant to Landlord shall be treated as a payment on account. The acceptance by Landlord of a check for a lesser amount with an endorsement or statement thereon, or upon any letter accompanying such check, that such lesser amount is payment-in-full shall be given no effect, and Landlord may accept such check without prejudice to any other rights or remedies which Landlord may have against Tenant.

3.8 Option To Renew. Provided that (i) there has not been an event of Default beyond any applicable cure periods at any time during the Lease Term,
(ii) the creditworthiness of Tenant is materially the same as or better than on the commencement Date, and (iii) Tenant named herein remains in possession of and has been continuously operating in substantially the entire Leased Premises throughout the Lease Term, Tenant shall have the option to extend the Lease Term for two (2) five (5) year terms (each an "Extension Term"). Each Extension Term shall be upon the same terms and conditions contained in the Lease except the Minimum Annual Rent for such Extension Term shall be conditions contained in the Lease except the Minimum Annual Rent for such Extension Term shall be adjusted as set forth herein ("Rent Adjustment"). Tenant shall exercise such

option by delivering to Landlord, no later than one hundred eighty (180) days prior to the expiration of the then current term thereof, written notice of Tenant's desire to extend the term of the Lease. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it. Landlord shall notify Tenant of the amount of the rent adjustment no later than six (6) month's prior to the expiration of the then current Lease Term. Within ten (10) days thereafter, Tenant shall inform Landlord of its intention to so extend the Lease Term at the quoted rent adjustment. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease (or, at Landlord's option, a new lease on the form then in use for the Building) reflecting the terms and conditions of the Extension Term.

3.8.1 Market Rent Adjustment. The Minimum Annual Rent for each Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective new tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the building, and if none, then in similar buildings in the vicinity provided, however, that in no event shall the Minimum Annual rent during the Extension Term be less than the highest Minimum Annual Rent payable during the Lease Term. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

3.9 Right of First Offer. Provided that (i) there has not been an event of Default beyond any applicable cure periods at any time during the Lease Term,
(ii) the creditworthiness of Tenant is materially the same as or better than on the Commencement Date, and (iii) Tenant named herein remains in possession of and has been continuously operating in substantially the entire Leased Premises throughout the Lease Term, and subject to any rights of other tenants to the First Offer Space, as defined below, Tenant shall have a Right of First Offer (the "First Offer") to lease additional space in the Building (the "First Offer Space"). Landlord shall notify Tenant in writing ("Landlord's Notice") that a request has been received from a perspective tenant to commence space planning for the available contiguous space located within the Building containing approximately 10,000 rentable square feet of space, as more particularly depicted on Exhibit "A" (the "First Offer Space") before entering into a lease with a third party for such First Offer Space. Tenant shall have five (5) business days from its receipt of Landlord's Notice to deliver to Landlord a written acceptance agreeing to lease the First Offer Space on the terms and conditions contained in Landlord's Notice. In the event Tenant fails to notify Landlord of its acceptance within said five (5) day period, such failure shall be conclusively deemed a waiver of Tenant's Right of First Offer and a rejection of the First Offer Space, whereupon Tenant shall have no further rights with respect to the First Offer Space and Landlord shall be free to lease the First Offer Space to a third party. In the event Tenant accepts the First Offer Space on the terms and conditions specified in the Landlord's Notice, the term for the First Offer Space shall be coterminous with the term for the original Leased Premises; provided, however, that the minimum term for the First Offer Space shall be thirty-six (36) months and the Term for the

original Leased Premises shall be extended, to be coterminous with the term for the First Offer Space. The Minimum Annual Rent for the First Offer Space shall be equal to the rate which is then being quoted by Landlord to prospective new tenants for the First Offer Space, provided, however, that in no event shall Tenant's Minimum Annual Rent per square foot for the First Offer Space be less than the highest Minimum Annual Rent per square foot payable during the original Lease Term for the original Leased Premises.

The Minimum Annual Rent for the original Leased Premises during any such extended term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective new tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, provided, however, that in no event shall the Minimum Annual Rent during such extended term be less than the highest Minimum Annual Rent payable during the Lease Term for the original Leased Premises.

ARTICLE IV
TAXES

4.1 Personal Property Taxes. Tenant shall be liable for and shall pay all taxes levied against personal property and trade fixtures placed by Tenant in and upon the Premises.

4.2 Real Estate Taxes.

4.2.1 Tenant shall pay, as additional rent, Tenant's Proportionate Share of all Taxes levied or assessed against the Property during the term hereof. Tenant shall pay all of Tenant's Proportionate Share of such Taxes to Landlord as provided in Section 3.3 hereof.

4.2.2 For purposes of this Lease, the term "Taxes" shall include (i) all real estate taxes, general or special assessments, water and sewer rents and other governmental impositions imposed upon or against the Property, of every kind and nature whatsoever, extraordinary as well as ordinary, foreseen and unforeseen, and each and every installment thereof, which shall or may during the term of this Lease be levied, assessed or imposed upon or against the Property; (ii) any tax and/or assessment of any kind or nature upon or measured by or with respect to the rentals payable by Tenant hereunder, either by way of substitution for or in addition to all or any part of the real estate taxes and assessments levied or assessed against the Property; and (iii) any costs, expenses and attorneys' fees incurred by Landlord in connection with the negotiation of a reduction in the assessed value of the Land and/or Building or any protest or contest of the Taxes described in clauses (i) or (ii) above.

4.2.3 Provided Landlord does not elect to do so, Tenant may, after written notice to Landlord, contest the validity or amount of any Taxes by appropriate legal proceedings; provided, however, that (i) Tenant shall pay Tenant's Proportionate Share of such Taxes when due unless such legal proceedings shall operate to suspend the collection of Taxes; (ii) Tenant shall provide such security as Landlord may reasonably request; (iii) Tenant shall pay

all interest, penalties and expenses in connection therewith; (iv) there shall be no risk that any portion of the Property shall be subject to forfeiture or foreclosure as a result thereof; (v) Tenant shall not be in default under any of the terms or provisions of this Lease during the pendency of such contest; and
(vi) Landlord does not object to Tenant doing so within ten (10) days following receipt of Tenant's notice of its intention to contest Taxes. Landlord agrees that it will not object unless Landlord, in its reasonable discretion, determines that such contest may reasonably result in an increase in Taxes.

ARTICLE V
CONDITION OF PREMISES

5.1 Plans and Specifications. Within thirty (30) days following the mutual execution of this Lease, Landlord shall prepare and submit to Tenant for Tenant's approval, which approval shall not be unreasonably withheld, conditioned or delayed, detailed plans and specifications ("Plans and Specifications") for the construction of Landlord's Work within the Premises. Within ten (10) days following Tenant's receipt of the Plans and Specifications, Tenant shall notify Landlord in writing whether it approves or disapproves of the Plans and Specifications. In the event Tenant fails to respond to Landlord's request for approval within the said ten (10) days after receipt thereof, Tenant's approval of such plans will be deemed to have been given. At such time as Landlord's Plans and Specifications are approved, they shall be deemed to be a part of this Lease. Landlord's review and approval of the Plans and Specifications shall not be deemed to constitute a warranty, representation or agreement by Landlord that the Plans and Specifications are adequate, suitable, fit for the purposes intended, free from defect in design or in compliance with Legal Requirements.

5.2 Landlord's Work. Following completion and approval of the Plans and Specifications, Landlord shall perform the work described in Exhibit "C-1" ("Landlord's Work") substantially in accordance with the Plans and Specifications, subject to Unavoidable Delays (as hereinafter defined).

5.3 Change Orders. If Tenant requests any change(s) to Plans and Specifications, that would result in an increase/decrease in the cost of constructing Landlord's Work, Landlord shall deliver written notice to Tenant of such increased/decreased cost resulting from such change. Within twenty-four
(24) hours after receipt of such written notice, Tenant shall deliver written notice to Landlord of Tenant's approval or disapproval of such increased/decreased costs. If Landlord does not receive such written notice, such increased/decreased cost shall be deemed to be approved. If Landlord receives Tenant's written notice of disapproval, Landlord shall not be required to make such change. Tenant shall pay Landlord one half (1/2) the cost of all changes requested by Tenant within five (5) days after such changes are approved (or deemed approved) by Tenant, and the balance to be paid in full upon completion of the Premises by Landlord.

ARTICLE VI
REPAIRS AND MAINTENANCE

6.1 Landlord's Repairs and Maintenance. Subject to Tenant's obligation to reimburse Landlord for Tenant's Proportionate Share of Operating Expenses as provided in Section 6.5 hereof, Landlord shall keep the foundation, outer walls, roof and structural portions of the Building in good repair (except that Landlord shall not be obligated to make any repairs to the same which are occasioned by the act or omission of Tenant, its agents, employees, invitees or licensees) and shall operate, manage and maintain all Common Areas within the Property. The manner in which such areas and facilities shall be maintained and the expenditures therefor shall be in a manner similar to other office/warehouse properties in the immediate geographic area. Landlord shall have no other obligation to maintain or repair the Premises or any portion thereof, or to furnish any services or facilities, or to make any alterations or improvements in the Premises.

6.2 Tenant's Repairs and Maintenance. At the sole cost and expense of Tenant and throughout the term of this Lease, Tenant shall keep and maintain the Premises in good order, condition, replacement and repair, in a clean, sanitary and safe condition in accordance with all Legal Requirements in which the Property is located, and in accordance with all directions, rules and regulations of the health officer, fire marshal, building inspector or other proper officers of the governmental agencies having jurisdiction over the Premises, and shall make all repairs and replacements not required to be made by Landlord pursuant to Section 6.1 above. All items that Tenant shall replace during the term of this Lease shall be new and of equal or better quality, type and style than the item being replaced. Tenant shall keep in full force and effect a contract with a reputable heating contractor for not less than the quarterly inspection, maintenance, filter replacement, and repair of the heating, ventilating, and air conditioning systems servicing the Premises. Tenant shall furnish a copy of said contract to Landlord and make available inspection reports and maintenance records upon reasonable notice from Landlord. Tenant shall not permit any waste, damage or injury to the Premises, and Tenant shall indemnify and hold Landlord harmless from and against any and all claims or demands arising out of the failure of Tenant to maintain, repair, replace, operate and manage the Premises as required herein. Tenant shall further keep the Premises clean, attractive and free of rubbish, rubble, debris, insects, rodents and other pests. Tenant shall not do, order or cause any work to be done or installations to be made in, on or to the roof of the Premises without first obtaining Landlord's prior written consent, which consent shall not be unreasonably withheld.

6.3 Tenant's Alterations. Tenant shall not make any structural or exterior alterations, additions, improvements or changes to the Premises or any portion thereof without Landlord's prior written consent, which consent shall not be unreasonably withheld. Except as provided in Article XI, upon the installation of any such alterations, additions, improvements and changes to the Premises, such items shall become the property of Landlord, and upon the expiration of this Lease, such items shall remain with the Premises, unless Landlord requests their removal, in which event Tenant, at its sole expense, shall

remove such items. Tenant shall repair all damage caused by any such removal. All such alterations, additions, improvements and changes shall be done in accordance with all applicable laws, rules, regulations and orders, including applicable building codes. Tenant will indemnify and hold Landlord harmless from and against all claims by reason of such alterations, additions, improvements or changes, which may be made by Tenant on the Premises, and Tenant shall promptly repair any damage to the Premises caused by any such alterations, additions, improvements or changes.

6.4 Mechanics Liens. Tenant shall not suffer any mechanics' lien to be filed against any portion of the Property by reason of work, labor, services or materials performed or furnished to Tenant in connection with Tenant's Work or any alterations, additions, or improvements to the Premises by Tenant hereunder. If any such mechanics' lien shall at any time be filed against the Property, Tenant shall have the right to contest any and all such liens; provided, however, that Tenant shall cause the same to be discharged of record by payment, bond, order of a court of competent jurisdiction or otherwise within thirty (30) days written notice by Landlord. If Tenant shall fail to cause such lien to be discharged within such thirty (30) day period, then, in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge the same by paying the amount claimed to be due or by bonding or other proceeding deemed appropriate by Landlord, and the amount so paid by Landlord and/or all reasonable costs and expenses, including reasonable attorneys' fees, incurred by Landlord in procuring the discharge of such lien, together with interest thereon at the Default Rate from the date paid until repaid by Tenant to Landlord, shall be deemed to be additional rent for the Premises and shall be due and payable by Tenant to Landlord on the first day of the next following month.

6.5 Operating Expenses. Throughout the term of this Lease, Tenant shall pay to Landlord, as additional rent, Tenant's Proportionate Share of all Operating Expenses incurred by Landlord in the operation of the Property. Tenant shall pay Tenant's Proportionate Share of such Operating Expenses as provided in
Section 3.3 hereof. Operating Expenses shall include, but not be limited to:
costs of management (not to exceed 5%); cleaning; trash removal; lighting; costs of repairing, maintaining and replacing all Common Area improvements; repair and maintenance of the Building and all related improvements on the Property, including, without limitation, , gutters, down spouts, snow removal, parking lot striping, painting, landscaping; providing security; providing public liability, property damage, fire and extended coverage and such other insurance as Landlord deems appropriate on the Building and Property; total compensation and benefits (including premiums for Workers' Compensation and other insurance) paid to or on behalf of employees; personal property taxes; supplies; fire protection and fire hydrant charges; water and sewer charges; utility charges; licenses and permit fees; reasonable depreciation of equipment used in operating and maintaining the Property and rent paid for leasing such equipment; and reasonable reserves for any or all of the foregoing. Any capital improvement costs included in Operating Expenses which Landlord is required to amortize pursuant to the Internal Revenue Service Code shall be amortized over the useful life of such item and Tenant shall

pay Tenant's Proportionate Share of the amortized cost charged during the term of this Lease. Operating Expenses shall not include debt service, Building depreciation, leasing commissions paid by Landlord or the cost of creating new space for new tenants within the Property; or repairs or replacements to the extent proceeds of insurance or condemnation awards are available therefor.

ARTICLE VII
COMPLIANCE WITH LAWS

Tenant shall comply with and execute at its own expense during the term of this Lease, all present and future laws, acts, rules, requirements, orders, directions, ordinances and/or regulations, ordinary or extraordinary, foreseen or unforeseen, concerning the Premises or any part thereof, or the use thereof, or Landlord, Tenant or subtenants thereof, of any federal, state, municipal or other public department, bureau, office or authority or of the National Board of Fire Underwriters, any local Board of Fire Underwriters, or other body having similar functions (collectively, "Legal Requirements"), or of any liability, fire or other insurance company having policies outstanding with respect to the Premises, and shall protect, hold harmless and indemnify Landlord from and against all fines, penalties or claims for damages of every kind and nature arising out of any failure to comply with any such laws, acts, rules, requirements, orders, directions, ordinances and/or regulations.

ARTICLE VIII
UTILITIES

Tenant shall pay all charges for water, gas, heat, electricity, sewer and any other utility used upon or furnished to the Premises. Tenant shall keep the Premises sufficiently heated to avoid the freezing or bursting of all pipes therein. The obligation of Tenant to pay for such utilities shall commence as of the earlier of the Commencement Date or the date Tenant occupies the Premises. Landlord shall not be liable in damages or otherwise, should the furnishing of such services by it to the Premises be interrupted by fire, accident, riot, strike, act of God or the making of necessary repairs or improvements or other causes.

ARTICLE IX
USE

9.1 Use of Premises. Tenant shall use and occupy the Premises for purposes of general offices and for no other purposes.

9.2 Tenant's Covenants. In addition to the other covenants of Tenant contained in this Lease, Tenant covenants and agrees as follows:

(a) Tenant shall procure any and all licenses and permits required for Tenant's

use of the Premises, and upon the expiration or termination of this Lease, Tenant shall remove its goods and effects and those of all persons claiming under it and shall yield up the same peaceably to Landlord in good order, repair and condition in all respects, except for reasonable wear and tear;

(b) Tenant shall permit Landlord and its agents on reasonable notice and at reasonable times to examine the Premises and to show the Premises to prospective purchasers, mortgagees and/or tenants;

(c) Tenant shall use and occupy the Premises in a careful, safe and proper manner and shall keep the Premises in a clean, safe and healthy condition in accordance with all Legal Requirements, and Tenant shall not permit the Premises to be used for any unlawful purpose, commit any waste thereof or commit any nuisance.

ARTICLE X
ASSIGNMENT AND SUBLETTING

10.1 Assignment and Subletting. Tenant shall not assign, transfer, mortgage, or encumber this Lease in whole or in part, nor sublet all or any part of the Premises, nor suffer or permit the occupation of all or any part thereof by any other party, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any assignment, transfer, sale or other transfer, whether by operation of law or otherwise, voluntary or involuntary, of a controlling interest in Tenant shall be deemed to be an assignment of this Lease within the meaning of this Section 10.1. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting.

10.2 Default by Tenant After Sublease. If the Premises or any part thereof be subleased or occupied by any person other than Tenant, then, in the event of Tenant's default, Landlord may, and is hereby empowered at any time from and after the date Landlord shall be entitled to terminate the Lease, re-enter the Premises or dispossess Tenant under the provisions of Article XV below, to collect rent from such tenants, subtenants and occupants so long as such default or any other default shall continue, and to apply the same to the curing of any default hereunder in any order of priority Landlord may elect, and any unexpended balance shall be applied by Landlord against any rental obligations subsequently becoming due.

10.3 Assignee Becomes Liable. Each and every assignee, whether as assignee or as successor-in-interest of any assignee of Tenant, including any purchaser of this Lease under a foreclosure of any mortgage, shall immediately be, become and remain liable for the payment of the Fixed Rent and other charges payable under this Lease, and for the due performance of

every obligation on Tenant's part to be performed through the term of this Lease, and each and every provision of this Lease applicable to Tenant shall also apply to and bind every such assignee and purchaser with the same force and effect as though such assignee or purchaser were the Tenant named in this Lease. No transfer to such assignee or to such purchaser shall be binding upon Landlord unless such assignee or purchaser shall deliver to Landlord a recordable instrument which contains a covenant of assumption by said assignee or purchaser to such effect, but the failure or refusal of such assignee or purchaser to deliver such instrument shall not release or discharge such assignee or purchaser from its obligations and liability as above set forth.

10.4 Tenant To Remain Liable. If at any time during the term of this Lease Tenant sublets all or any part of the Premises or assigns its interest in this Lease as provided herein, Tenant shall nevertheless remain fully liable under all the terms and conditions of this Lease.

ARTICLE XI
FIXTURES

Except as provided in Section 6.3 hereof, all equipment and all other trade and light fixtures installed by or at the expense of Tenant (other than any fixtures originally installed by Landlord in connection with the original construction of the Building), in or on the Building shall remain the property of Tenant and Tenant may, but shall not be obligated to, remove the same or any part thereof prior to the end of the term hereof, and provided that Tenant, at its sole cost and expense, shall make any repairs occasioned by such removal. Any equipment and all other trade and light fixtures not removed by Tenant prior to the expiration of the term may, at Landlord's option, be deemed abandoned and become the property of Landlord.

ARTICLE XII
INSURANCE

12.1 Indemnity,: Waiver.

12.1.1 Unless due to gross negligence of Landlord, Tenant shall indemnify and hold harmless Landlord from and against any and all fines, suits, proceedings, claims, demands and actions of any kind or nature of anyone whomsoever, including, without limitation, any accident, injury or damage to any person or property, arising out of, occasioned by or in any way connected with the occupation or use of the Premises, the breach, violation or nonperformance of any covenant or condition hereof to be performed on the part of Tenant or the failure of Tenant to perform any covenant or obligation under any sublease.

12.1.2 Landlord shall not be responsible or liable for any damage or injury to any property, fixtures, merchandise or decorations or to any person or persons at any time on the

Premises from steam, gas, electricity or from water, rain or snow, whether the same may leak into, issue or flow from any part of the Building on the Premises or from pipes or plumbing of the same, or from any other place or quarter; nor shall Landlord be in any way responsible or liable in case of any accident or injury including death to any of Tenant's servants, employees, agents, or to any person or persons in or about the Premises; and Tenant agrees that it will not hold Landlord in any way responsible or liable therefor and will further indemnify and hold Landlord harmless from and against any and all claims, liability, penalties, damages, expenses (including reasonable attorneys' fees) and judgments arising from injury to persons or property of any nature and also for any matter or thing growing out of the occupation of the Premises.

12.2 Tenant's Insurance. During the term of this Lease:

12.2.1 Tenant shall maintain comprehensive public liability insurance, including insurance against the assumed or contractual liability of Tenant hereunder, to afford protection to the limit for each occurrence of not less than Two Million Dollars ($2,000,000.00) combined single limit for bodily injury or death and Five Hundred Thousand Dollars ($500,000.00) for damage to Property.

12.2.2 Tenant shall maintain insurance against fire and such other risks as are, from time to time, included in standard "all risk" extended coverage endorsements, including Tenant's trade fixtures and other improvements, stock in trade, furniture, furnishings, special equipment, floor and wall coverings and all other items of personal property of Tenant located on or within the Premises (collectively, "Tenant's Personal Property"). Such insurance shall be in an amount equal to not less than one hundred percent (100%) of the full replacement cost thereof, without depreciation, and shall include a so-called "agreed amount" endorsement.

12.2.3 Tenant shall also maintain such other insurance as Landlord (or Landlord's mortgagee) may reasonably require from time to time in connection with Tenant's use and occupancy of the Premises. Such additional insurance shall be carried in such amounts and with such insurance companies as may be reasonably acceptable to Landlord (and Landlord's mortgagee).

12.2.4 The policies carried by Tenant hereunder shall name Landlord (and Landlord's mortgagee) as an additional insured, and such policies shall provide that no cancellation, reduction or other material changes therein shall be effective until at least thirty (30) days after mailing of written notice thereof to Landlord (and Landlord's mortgagee). Each such policy, or a certificate thereof, shall be deposited with Landlord by Tenant not later than the Commencement Date, and prior to the expiration or termination of any such policies.

12.3 Waiver of Subrogation. Each insurance policy carried by Landlord or Tenant and insuring all or any part of the Property or Tenant's Personal Property shall be written in a

manner to provide that the insurance company waives all right of recovery by way of subrogation against Landlord or Tenant, as the case may be, including any claim for negligence, in connection with any loss or damage to the Property, Tenant's Personal Property or businesses, caused by any of the perils covered by fire and extended coverage insurance carried or required to be carried hereunder, or for which either party may be reimbursed as a result of insurance coverage affecting any loss suffered by it; provided, however, that the foregoing waivers shall apply only to the extent of recovery made by the parties hereto under any policy of insurance now or hereafter issued. So long as the policy or policies involved can be written and maintained in effect, neither Landlord nor Tenant shall be liable to the other for any such loss or damage. In the event of inability on the part of either party to obtain such insurance in the policy or policies with the carrier with whom such insurance is then carried, or such carriers require payment of additional premium for such provision, the party so affected shall give the other party written notice of such inability or the increase in premium, as the case may be. The party to whom such notice is given shall have fifteen (15) days from receipt thereof within which: (i) in the case of such inability on the part of the other carrier, to procure from the aforesaid party's insurance carrier in writing, at no increase in premium over that paid theretofore by the party so affected, such waiver of subrogation; (ii) in the case of increased premium, to pay the party so affected the amount of such increase; (iii) to waive, in writing, within the time limits set forth herein, such requirement to obtain the aforesaid waiver of subrogation. Should the party to whom such notice is given fail to comply as aforesaid within said fifteen (15) day period, each and every provision in this paragraph in favor of such defaulting party shall be canceled and of no further force and effect.

ARTICLE XIII
DAMAGE AND DESTRUCTION

13.1 Repair After Casualty.

13.1.1 If the Premises shall be destroyed or so injured by any cause as to be unfit, in whole or in part, for occupancy and such destruction or injury could reasonably be repaired within six (6) months from the date of such damage or destruction, then Tenant shall not be entitled to surrender possession of the Premises nor shall Tenant's liability to pay rent under this Lease cease without the mutual consent of the parties hereto. In the event of any such destruction or injury, Landlord shall repair the same with all reasonable speed and shall complete such repairs within six (6) months from the date of such damage or destruction.

13.1.2 If such destruction or injury cannot reasonably be repaired within six (6) months from the date of such damage or destruction, Landlord shall notify Tenant within sixty (60) days after the happening of such destruction or injury whether or not Landlord will repair or rebuild. If Landlord elects not to repair or rebuild, this Lease shall be terminated. If Landlord shall elect to repair or rebuild, Landlord shall specify the time within which such repairs or reconstruction will be completed, and Tenant shall have the option, exercisable

within thirty (30) days after the receipt of such notice, to elect either to terminate this Lease and any further liability hereunder or to extend the term of the Lease by a period of time equivalent to the time from the happening of such destruction or injury until the Premises are restored to their former condition. In the event Tenant elects to extend the term of the Lease, Landlord shall restore the Premises to their former condition within the time specified in such notice.

13.1.3 In the event that Tenant is deprived of the use of the entire Premises as a result of destruction or injury and this Lease is not terminated, then the term of this Lease shall be deemed suspended during the time that Tenant is actually deprived of the use of the Premises (the "Suspension Period"), and the term of this Lease shall be extended by a number of days equal to the Suspension Period. In such event, the parties shall enter into an appropriate amendment to this Lease setting forth the new date that this Lease will terminate by effluxion.

13.2 Damage at End of Term. If the Premises and/or the Building are destroyed or damaged during the last two (2) years of the Term of this Lease to the extent of fifty percent (50%) or more of the then value of the Premises and/or the Building, then Landlord shall have the right to cancel and terminate this Lease as of the date of such damage or destruction by giving notice thereof within thirty (30) days after the date of said damage or destruction.

ARTICLE XIV
CONDEMNATION

14.1 Total Taking. If the whole of the Premises shall be taken under power of eminent domain by any public or private authority, or conveyed by Landlord to said authority in lieu of such taking, then this Lease shall terminate as of the date of such taking.

14.2 Partial Taking. Landlord may, at its election, terminate this Lease upon the occurrence of any condemnation, or conveyance in lieu of condemnation, which affects twenty-five percent (25%) or more of the floor area of the Premises and/or fifty percent (50%) or more of the floor area of the Building. Upon the occurrence of such event, Landlord shall give Tenant notice of such election within thirty (30) days after receipt of notice of such pending condemnation. If Landlord fails to give Tenant such written notice within such thirty (30) day period, Landlord shall be conclusively deemed to have elected not to terminate this Lease. Notwithstanding any termination of this Lease hereunder, Tenant, at its election, may continue to occupy the Premises, subject to the terms and provisions of this Lease, for the period between the date of such taking and the date when possession of the Premises shall be taken by the appropriate authority.

14.3 Restoration. If, upon any condemnation of the Premises and/or the Building this Lease is not terminated as set forth in this Article XIV, Landlord shall restore the Premises to

an architectural unit as nearly like its condition prior to such taking as shall be practicable, and if during and/or after such restoration, Tenant is deprived of the use of all or any part of the Premises, Fixed Rent shall be abated in accordance with the time during which and the extent to which Tenant is deprived of the use of the Premises.

14.4 Cancellation. Notwithstanding anything to the contrary contained in this Article XIV, Landlord may cancel this Lease with no further liability to Tenant in the event that following a taking by condemnation or a right of eminent domain, Landlord's mortgagee elects to require Landlord to make advance payments for redemption of the mortgage on the Premises.

14.5 The Award. All compensation awarded for any taking, whether for the whole or a portion of the Premises, shall be the sole property of Landlord whether such compensation shall be awarded for diminution in the value of, or loss of, the leasehold or for diminution in the value of, or loss of the fee, or otherwise, and Tenant hereby assigns to Landlord all of Tenant's right and title to and interest in any and all such compensation; provided, however, Tenant shall have the right to pursue a separate claim in connection with any such condemnation in order to recover any loss of trade fixtures and/or moving expenses, provided that any such claim does not reduce any award payable to Landlord.

ARTICLE XV
EVENTS OF DEFAULT

15.1 Events of Default: Remedies. If Tenant shall at any time be in default in the payment of rental or any other charges hereunder or in the performance of any of the covenants of this Lease, and Tenant shall fail to remedy such default within (a) five (5) business days after such payment is due with respect to any monetary default, or (b) within fifteen (15) business days after receipt of written notice thereof if such default is non-monetary (but Tenant shall not be deemed in default if such default cannot be cured in fifteen
(15) business days and Tenant commences to remedy such default within said fifteen (15) business day period and proceeds therewith with due diligence until completion); or if Tenant shall have defaulted in any of its obligations hereunder twice within any twelve (12) month period; or if Tenant shall be adjudged a bankrupt or shall make an assignment for the benefit of creditors, or if a receiver of any property of Tenant in or upon the Premises be appointed in any action, suit or proceeding by or against Tenant and not removed within sixty
(60) days after appointment; or if the interest of Tenant in the Premises shall be sold under execution or other legal process, or if the Premises are sublet or this Lease is assigned without Landlord's consent, or if Tenant shall commit waste, Landlord may, in addition to all other legal and equitable remedies, terminate this Lease, or without terminating this Lease, re-enter the Premises by summary proceedings, proceedings in forcible entry and detainer, eviction, or otherwise, and may dispossess Tenant.

15.2 Landlord's Right to Re-let. If Tenant is in default as provided above and

abandons the Premises and/or if Landlord elects to terminate Tenant's right to possession only without terminating this Lease as above provided, Landlord may remove from the Premises any and all property found therein and such repossession shall not release Tenant from Tenant's obligation to pay the rental herein. After any such repossession by Landlord without termination of the Lease, Landlord may re-let the Premises or any part thereof to any person, firm or corporation and for such time and upon such terms as Landlord in Landlord's sole discretion may determine. Landlord may make repairs, alterations and additions in and to the Premises and redecorate the same to the extent deemed by Landlord necessary or desirable and Tenant, upon demand in writing, shall pay the reasonable cost thereof together with Landlord's expenses of re-letting, including any commissions and attorneys' fees relative thereto. If the rents collected by Landlord upon any such re-letting are not sufficient to pay monthly the full amount of the monthly rent and other charges reserved herein, together with the reasonable costs of such repairs, alterations, additions, redecorating, and expenses, Tenant shall pay to Landlord the amount of each monthly deficiency upon demand in writing.

15.3 Damages. Tenant agrees to be liable for and to pay to Landlord (i) all rent and other charges and sums due under this Lease at the time of termination of this Lease or upon the termination of Tenant's right of possession, as the case may be, and (ii) damages equal to the amount of the rent and all other charges and sums due under this Lease for the entire term, which damages shall be payable at such time as this Lease or Tenant's right to possession is terminated. Such liability shall survive the termination of this Lease, the re-entry into the Premises by Landlord, and the commencement of the action to secure possession of the Premises. All amounts not paid to Landlord when due shall bear interest at the Default Rate.

15.4 Landlord's Right to Remove Chattels. Any and all property which may be removed from the Premises by Landlord in accordance with the terms of this Lease may be handled, removed, stored or otherwise disposed of by Landlord at the risk and expense of Tenant, and Landlord in no event shall be responsible for the preservation or safekeeping thereof. Tenant shall pay to Landlord upon demand in writing, any and all reasonable expenses incurred in connection with such removal and all storage charges against such property so long as the same shall be in Landlord's possession or under Landlord's control. If any property shall remain in the Premises or in the possession of Landlord and shall not be retaken by Tenant within a period of ten (10) days from and after the time when the Premises are either abandoned by Tenant or repossessed by Landlord under the terms of this Lease, said property shall conclusively be deemed to have been forever abandoned by Tenant.

15.5 Condition of Premises. If this Lease be terminated for any reason whatsoever of if Landlord should re-enter the Premises as a result of any breach of Tenant hereunder without terminating the Lease, Tenant covenants, any other covenant herein to the contrary notwithstanding (except where this Lease is terminated following eminent domain proceedings), that (a) the Premises shall then be in the condition required by all applicable provisions of this Lease, ordinary wear and tear excepted, and (b) Tenant shall perform any

covenant contained in this Lease for the making of any repair, improvement, alteration or betterment to the Premises or for restoring or rebuilding any part thereof. For the breach of either of the foregoing obligations Landlord shall be entitled to recover and Tenant shall pay forthwith, without notice or other action by Landlord, the then cost of performing such obligation(s), together with interest at the Default Rate.

15.6 Landlord's Non-waiver. No failure by Landlord to insist upon the strict performance of any agreement, term, covenant or condition hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent during the continuance of any such breach, shall constitute a waiver of any such breach or of such agreement, term, covenant, or condition. No agreement, term, covenant, or condition hereof to be performed or complied with by Tenant, and no breach thereof, shall be waived, altered or modified except by a written instrument executed by Landlord. No waiver of any breach shall affect or alter this Lease, but each and every agreement, term, covenant and condition hereof shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. No surrender of the Premises shall be effected by Landlord's acceptance of rent, or by Landlord's acceptance of the keys of the Premises, or by any other means whatsoever, unless the same is evidenced by Landlord's written agreement to accept surrender of the Premises; and if Landlord does accept surrender of the Premises, Tenant's obligations to pay rents and to perform the duties and provisions of this Lease required of Tenant hereunder shall not be released or terminated but shall continue for the remainder of the term of this Lease.

15.7 Remedies Cumulative. Each right and remedy provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Landlord of any one or more of the rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by Landlord of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise. In the event of a default by Tenant of any of the terms, provisions, covenants, conditions, rules and regulations of this Lease, Landlord shall have the right to injunction and the right to invoke any remedy permitted to Landlord in law or in equity.

15.8 Waiver of Right to Redeem Premises. Tenant, for Tenant and on behalf of any and all persons claiming through or under Tenant, including creditors of all kinds, does hereby waive and surrender all right and privilege which they or any of them might have under or by reason of any present or future law, to redeem the Premises or to have a continuance of this Lease for the term hereby demised after being dispossessed or ejected therefrom by process of law or under the terms of this Lease or after the termination of this Lease as herein provided.

15.9 Waiver of Jury Trial. The parties hereto shall, and they hereby do, waive trial by

jury in any action, proceeding, or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises, and/or any claim of injury or damage arising out of the Premises.

ARTICLE XVI
LANDLORD'S RIGHTS

16.1 Landlord's Right to Perform. If Tenant shall default in the performance or observance of any agreement or condition in this Lease contained on its part to be performed or observed and shall not cure such default within any applicable cure period set forth herein, Landlord may, at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the account of Tenant, and any amount paid or any contractual liability incurred by Landlord in so doing shall be deemed paid or incurred for the account of Tenant and Tenant agrees to immediately reimburse Landlord therefor and save Landlord harmless therefrom; provided that Landlord may cure any such default as aforesaid prior to the expiration of said waiting period, without notice to Tenant, if any emergency situation exists, or after notice to Tenant, if the curing of such default prior to the expiration of said waiting period if reasonably necessary to protect the Premises or Landlord's interest therein, or to prevent injury or damage to persons or property. If Tenant fails to reimburse Landlord upon demand for any amount paid for the account of Tenant hereunder, said amount (and all accrued interest thereon) shall be added to and become due as a part of the next payment of rent due hereunder, together with interest thereon at the Default Rate.

16.2 Remedies Cumulative. Landlord may restrain any breach or threatened breach of any covenant, agreement, term, provision or condition herein contained, but the mention herein of any particular remedy shall not preclude Landlord from any other remedy it might have, either in law or in equity. The failure of Landlord to insist upon the strict performance of any one of the covenants, agreements, terms, provisions or conditions of this Lease or to exercise any right, remedy or election herein contained or permitted by law shall not constitute or be construed as a waiver or relinquishment for the future of such covenant, agreement, term, provision, condition, right, remedy or election, but the same shall continue and remain in full force and effect. Any right or remedy that Landlord may have at law, in equity or otherwise upon breach of any covenant, agreement, term, provision or condition in this Lease contained upon the part of Tenant to be performed, shall be distinct, separate and cumulative rights or remedies, and no one of them, whether exercised by Landlord or not, shall be deemed to be in exclusion of any other.

ARTICLE XVII
SUBORDINATION

17.1 Waiver of Priority.

(a) Landlord reserves the right to demand from Tenant and Tenant agrees to execute and deliver to Landlord a written subordination and waiver of priority of Tenant's lien arising by virtue of the within leasehold estate, thereby subordinating Tenant's lien in favor of any mortgage loan, mortgage lien, or any refinancing or replacing of a mortgage loan that may become necessary or desirable to Landlord from time to time. Upon demand by Landlord for same, Tenant shall execute at any and all times such instruments as may be requested by any such lending institution or prospective mortgagee in order to effectuate such waiver of priority and subordination of Tenant's lien. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust, Tenant shall attorn to the purchaser in any such foreclosure or sale and recognize such purchaser as landlord under this Lease.

(b) It is a condition, however, to the subordination provision herein provided that Landlord shall, upon written request by Tenant, use reasonable efforts to procure from such lending institution or prospective mortgagee an agreement in writing providing in substance that so long as Tenant shall faithfully discharge its obligations under the Term of this Lease,

Tenant's rights hereunder shall not be adversely affected nor its tenancy disturbed as the result of any default under such mortgage.

17.2 Approval. Notwithstanding anything contained herein to the contrary, the within Lease is conditioned upon approval by Landlord's construction lender. In the event Landlord is unable to obtain either of such approvals, Landlord shall notify Tenant of the basis for such disapproval(s) and Tenant shall have thirty (30) days in which to agree to any changes requested by such lenders in order to make the within Lease acceptable to them, other than changes to the economic terms or Term of this Lease. In the event Tenant fails to agree to any such changes, Landlord may terminate this Lease at any time following thirty (30) days after Landlord shall have given Tenant notice of any requested changes and Tenant has failed to agree to such requested changes within said thirty (30) day period. In such event, both parties shall be released of any further liability under this Lease.

17.3 Landlord's Default. Tenant agrees to deliver to any of Landlord's mortgagees and to the holder of any trust deed concerning the Premises, a copy of any notice of default served upon Landlord, provided that prior thereto Tenant has been notified, in writing, (by way of Notice of Assignment of Rents and Leases, or otherwise) of the address of such mortgagees and/or trust deed holders. Anything contained herein to the contrary notwithstanding, Tenant agrees that if Landlord shall fail to cure the default recited in such Notice of Default within the time provided for herein, then such mortgagees and/or trust deed holders shall have an additional thirty (30) days within which to cure such default, provided, however, that if such default cannot be cured within said thirty (30) days, then such mortgagees and/or trust deed holders shall have such additional time as may be necessary to cure such default, if within said thirty
(30) days, such mortgagee and/or trust deed holder

have commenced and are diligently pursuing the cure of such default, (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). This Lease shall not be terminated by Tenant while such remedies and cures are being so pursued.

ARTICLE XVIII
SIGNS

Tenant shall not erect or install any ground, building, or roof signs except as permitted by Landlord. All signs installed by Tenant shall comply with all requirements of appropriate governmental authority, and all necessary permits or licenses shall be obtained by Tenant. Tenant shall maintain all signs in good condition and repair at all times, and shall save Landlord harmless from injury to person or property, arising from the erection, installation, and maintenance of said signs. Upon vacating the Premises, Tenant shall remove all signs and repair all damage caused by such removal.

ARTICLE XIX
ENVIRONMENTAL

19.1 Investigation. Tenant acknowledges that Landlord has granted to Tenant the right, prior to the execution of this Lease, to conduct such other environmental investigations, tests and studies as Tenant may select, it being agreed and understood that Tenant accepts the environmental conditions of the Premises as is with all faults.

19.2 Tenant's Indemnification. Tenant will indemnify and hold Landlord harmless from and against any and all loss, cost, damage, liability and expense (including reasonable attorneys' fees) of whatever kind and nature resulting from any accident, occurrence or condition caused by the release by Tenant, its agents, employees, contractors, assignees, sub-lessees, licensees or invitees of any hazardous or toxic substance or waste in, on, under, about or affecting the Premises, the Building or the Land which results in any injury or death to any person or damage to any property or which requires the removal or treatment of such hazardous or toxic substance or waste or other remedial action or fine under the terms of any properly constituted law, regulation, rule or directive of any federal, state or local governmental authority.

19.3 Landlord's Indemnification. Landlord will indemnify and hold Tenant harmless from and against any and all loss, cost, damage, liability and expense (including reasonable attorneys' fees) of whatever kind and nature resulting from any accident, occurrence or condition caused by the release by Landlord, its agents, employees, contractors and assignees of any hazardous or toxic substance or waste in, on, under, about or affecting the Premises, Building or Land which results in any injury or death to any person or damage to any property or which requires the removal or treatment of such hazardous or toxic substance or waste or other remedial action or fine under the terms of any properly constituted law, regulation, rule or directive of any federal, state or local governmental authority.

19.4 Survival. This Article XIX shall survive the termination of this Lease, by efflux or otherwise.

ARTICLE XX
AUTHORITY

20.1 Landlord's Authority. As a material inducement for Tenant to enter into this Lease, Landlord hereby warrants and represents that Landlord is duly organized and validly existing and in good standing as a corporation under the laws of the State of Ohio; that Landlord has full power, authority and legal right to enter into this Lease and to consummate the transactions contemplated hereby; and that the parties signing this Lease on behalf of Landlord have full power and authority to bind Landlord.

20.2 Tenant's Authority. As a material inducement for Landlord to enter into this Lease, Tenant hereby warrants and represents that Tenant is duly organized and validly existing and in good standing as a corporation under the laws of the State of Michigan; that Tenant is fully qualified to do business in the State of Ohio; that Tenant has full power, authority and legal right to enter into this Lease and to consummate the transactions contemplated hereby; and that the parties signing this Lease on behalf of Tenant have full power and authority to bind Tenant.

ARTICLE XXI
MISCELLANEOUS

21.1 Holding Over. In the event that Tenant or anyone claiming under Tenant shall continue occupancy of the Premises after the expiration of the original term of this Lease without any agreement in writing between Landlord and Tenant with respect thereto, such occupancy shall not be deemed to extend or renew the term of this Lease, but such occupancy shall continue as a tenancy from month to month upon the covenants, provisions and conditions herein contained and at one hundred fifty percent (150%) of the Fixed Rental in effect upon the expiration of the term, prorated and payable for the period of such occupancy, and Landlord shall have the right to terminate such tenancy upon five
(5) days written notice to Tenant.

21.2 Waivers. Failure of Landlord to complain of any act or omission on the part of Tenant, no matter how long the same may continue, shall not be deemed to be a waiver by Landlord of any of its rights hereunder. No waiver by Landlord at any time, express or implied, of any breach of any provision of this Lease shall be deemed a waiver of a breach of any other provision of this Lease or a consent to any subsequent breach of the same or any other provision. If any action by Tenant shall require the consent or approval of Landlord, Landlord's consent to or approval of such action on any one occasion shall not be deemed a consent to or approval of said action on any subsequent occasion or a consent to or approval

of any other action on the same or any subsequent occasion.

21.3 Notices. All notices and other communications authorized or required hereunder shall be in writing and shall be given by mailing the same by certified mail or registered mail, return receipt requested, postage prepaid, and any such notice or other communication shall be deemed to have been given when received by the party to whom such notice or other communication shall be addressed, or on the date noted that the addressee has refused delivery or on the date that the notice is returned to sender due to the inability of the postal authorities to deliver. Notices shall be mailed to the address hereinabove set forth or such other address as either party may hereafter designate by notice to the other.

21.4 Attorneys' Fees. If either party hereto be made or becomes a party to any litigation commenced by or against the other party involving the enforcement of any of the rights and remedies of such party, or arising on account of the default of the other party in the performance of such party's obligations hereunder, then the prevailing party in any such litigation, or the party becoming involved in such litigation because of a claim against such other party, as the case may be, shall receive from the other party all costs and reasonable attorneys' fees incurred by such party in such litigation.

21.5 Force Majeure. In the event that Landlord or Tenant shall be delayed or hindered in or prevented from the performance of any act (other than Tenant's obligation to make payments of Fixed Rent and other charges required hereunder), by reason of strikes, lockouts, unavailability of materials, failure of power, restrictive governmental laws or regulations, riots, insurrections, the act, failure to act, or default of the other party, war or other reason beyond its control, then performance of such act shall be excused for the period of the delay and the period of the performance of such act shall be extended for a period equivalent to the period of such delay. Notwithstanding the foregoing, lack of funds shall not be deemed to be a cause beyond control of either party.

21.6 Estoppel Certificates. At any time and from time to time upon Landlord's written request, Tenant will execute, acknowledge and deliver to Landlord a certificate certifying that:

(a) The Lease is in full force and effect;

(b) The Lease has not been modified or amended in any respect or, if modified, submitting copies of such modifications or amendments;

(c) There are no defaults thereunder (or if there are defaults) specifying the nature of such defaults); and

(d) Any other matter which Landlord may reasonably request with respect to

this Lease.

Upon any failure of Tenant to execute and deliver such estoppel certificates within ten (10) days after receipt of Landlord's written notice thereof, Landlord shall have the same remedies as set forth in Section 17.1 above.

21.7 Invalidity of Particular Provision. If any term or provision of this Lease or the application hereto to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

21.8 Captions and Definitions. The captions of the Sections of this Lease are for convenience only and are not a part of this Lease and do not in any way limit or amplify the terms and provisions of this Lease. The word "Landlord" and the pronouns referring thereto, shall mean, where the context so admits or requires, the persons, firm or corporation named herein as landlord or the mortgagee in possession for the time being of the Premises. Any pronoun shall be read in the singular or plural number and in such gender as the context may require. Except as in this Lease otherwise provided, the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

21.9 Entire Agreement. This instrument contains the entire and only agreement between the parties, and no oral statement or representations or prior written matter not contained in this instrument shall have any force and effect. This Lease shall not be modified in any way except by a writing executed by both parties.

21.10 No Partnership. Landlord is not and shall not become by this Lease or by any rights granted or reserved herein a partner or joint venturer of or with Tenant in the conduct of Tenant's business or otherwise.

21.11 Liability of Landlord.

(a) If Landlord should sell or otherwise transfer Landlord's interest in the Premises, Tenant agrees that Landlord shall thereafter have no liability to Tenant under this Lease or any modification or amendment thereof or extensions or renewals thereof, except for such liabilities which might have accrued prior to the date of such sale or transfer of Landlord's interest. Landlord shall be liable under this Lease only while owner of the Premises.

(b) Notwithstanding anything herein contained to the contrary, if Landlord shall at any time be in default of its obligations hereunder, Tenant shall not exercise any of its remedies for such default unless Tenant shall have given Landlord written notice thereof (but

Landlord shall not be deemed in default if such default cannot reasonably be cured in thirty [30] days and Landlord commences to remedy such default within said thirty [30] day period and proceeds therewith with due diligence until completion); provided, however, if Landlord's default has created an emergency situation requiring immediate corrective action to protect property or persons from damage or injury, Tenant shall be permitted to take reasonable corrective action at Landlord's expense prior to such notice provided Tenant has used its best efforts to give Landlord verbal notice and Landlord has not promptly responded.

(c) If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord's part to be performed or if Landlord shall be liable to Tenant in any way arising out of this Lease, or pursuant to statute, law, ordinance or regulation, or under the common law, and, as a consequence, if Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds received at a judicial sale upon execution and levy against the right, title and interest of Landlord in the Premises. If Landlord is an individual, a trustee of a trust or a partnership, Landlord's obligations hereunder shall not be binding upon, nor shall there be any personal liability by, Landlord individually, the trustees of said trust, the beneficiaries of said trust, the partnership, or the partners of the partnership.

21.12 Memorandum of Lease. This Lease shall not be recorded; however, Landlord and Tenant shall, upon the request of either, execute and deliver a Memorandum of Lease setting forth such information as may be necessary to constitute a "short form lease", which Tenant shall, at its sole expense, cause to be recorded in the County Recorder's Office having jurisdiction over the Premises within thirty (30) days after the execution of said Memorandum of Lease.

21.13 Brokers. Landlord and Tenant represent and warrant that they have not dealt with any real estate broker in connection with this Lease other than Jeffrey Kahn of Alan R. Daus and Associates and Salvatore Munaco of Signature Associates-Oncor International who will share evenly in the commission, which shall be paid by Landlord. Except as aforesaid, Landlord and Tenant agree to indemnify and hold each other harmless from all liabilities arising from any claim resulting from their having dealt with any broker in connection with this Lease.

22. Parking. Tenant shall have non-exclusive right along with other tenants at the building to utilize the existing 160 parking spaces. In the event Tenant requires additional parking spaces, and subject to a mutually executed agreement, Landlord, at Tenant's request will add 30 new spaces, the rent for which will be paid by Tenant at a monthly rate to be determined based on the value of the land and the cost to install said parking spaces and improvements.

IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written by their respective officers thereunto duly authorized.

LANDLORD:

                                       an Ohio limited liability company

_________________________________      By: _____________________________

_________________________________      Its: _____________________________

                                       TENANT:

                                       ASSET ACCEPTANCE CORP

Signed in the presence of:

                                       a(n) _____________________________

__________________________________     By: ______________________________

__________________________________     Its: _____________________________

STATE OF OHIO )
) SS.
COUNTY OF CUYAHOGA )

BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named Brooklyn Heights Business Park Limited, an Ohio limited liability company, by _______________________, its member, who acknowledged that he did sign the foregoing instrument and that the same is the free act and deed of said limited liability company and his free act and deed personally and as such member.

IN WITNESS WHEREOF, I have hereunto set my hand, this _____ day of _________________, 2000.

CORPORATE ACKNOWLEDGEMENT

STATE OF ______________)

) SS.

COUNTY OF ____________ )

BEFORE ME, a Notary Public in and for said County and State, personally appeared Asset Acceptance Corp, a(n) ________ corporation, by___________________ who acknowledged that [he/she] did sign the foregoing instrument and that the same is the free act and deed of said ____________ and [his/her] free act and deed personally and as such.

IN WITNESS WHEREOF, I have hereunto set my hand, this _____ day of _________________, 2000.

EXHIBIT "A"

LEGAL DESCRIPTION

Situated in the Village of Brooklyn Heights, County of Cuyahoga and State of Ohio and known as being part of Original Independence Township Lot No. 2, Tract No. 1, and Lots Nos.10 & 11, Tract No.2 and more fully described as follows:

Beginning at a point at the intersection of the centerline of Lancaster Drive (80 feet wide) with the centerline of West Resource Drive (60'feet wide);

Thence North 85 degrees 23' 30" West along the centerline of West Resource Drive, as aforesaid, 109.20 feet to a point and P.C. of a curve;

Thence by the arc of a curve bearing to the right and along the centerline of West Resource Drive, as aforesaid:

Radius 300.00 feet, Delta = 28 degrees 00' 00" Arc = 146.61 feet, Chord 145.15 feet and Chord Bearing North 71 degrees 23' 10" West to a point and P.T. of said curve;

Thence North 57 degrees 23' 30" West along the centerline of West Resource Drive, as aforesaid 244.60 feet to a point and P.C. of a curve;

Thence by the arc of a curve bearing to the left and along the centerline of West Resource Drive, as aforesaid:

Radius = 230.00 feet, Delta = 43 degrees 00' 00", Arc = 172.61 feet, Chord = 168.59 feet and Chord Bearing North 78 degrees 53' 30" West to a point of compound curvature;

Thence by the arc of a curve bearing to the left and along the centerline of West Resource Drive, as aforesaid:

Radius = 300.00 feet, Delta = 39 degrees 30' 00", Arc = 206.82 feet, Chord = 202.75 feet and Chord Bearing South 59 degrees 51' 30" West to a point and P.T. of said curve;

Thence South 40 degrees 06' 30" West along the centerline of West Resource Drive, as aforesaid, 170.16 feet to a point;

Thence South 49 degrees 53' 30" East 30.00 feet to a point on the Southeasterly line of West Resource Drive, as aforesaid and principal place of beginning;

Thence South 40 degrees 06' 30" West 123.23 feet to a point on the Northerly line of a parcel of land conveyed to Kaiser Foundation Health Plan of Ohio by deed recorded in Volume 91-8501, Page 3 of Cuyahoga County Deed Records;

Thence North 68 degrees 55' 00" West along the Northerly line of said parcel conveyed to Kaiser Foundation Health Plan of Ohio 25.00 feet to a point at the Northwesterly corner thereof;

Thence South 51 degrees 05' 00" West along the Westerly line of said parcel conveyed to Kaiser Foundation Health Plan of Ohio 294.75 feet to a point on the Northerly limited access line of Interstate 480;

EXHIBIT "A"

Thence North 55 degrees 24' 37" West along the Northerly limited access line of Interstate 480 a distance of 433.65 feet to a point;

Thence North 54 degrees 06' 29" West along the Northerly limited access line of Interstate 480 a distance of 61.81 feet to a point on the Northerly line of Original Lot No.11, Tract No.2 in Independence Township;

Thence North 88 degrees 25' 05" East, along said Northerly line of said Original Lot No. 11, 173.12 feet to a point;

Thence North 8 degrees 34' 20" East 178.98 feet to a point;

Thence South 78 degrees 42' 40" East 146.36 feet to a point in the centerline of vacated Marango Drive, as shown in the Vacation Plat recorded in Volume 243, Page 42 of Cuyahoga County map Records;

Thence South 37 degrees 36" 18" West 7.31 feet to a point;

Thence South 60 degrees 16' 16" East 310.57 feet to a point;

Thence North 68 degrees 11' 48" East 31.03 feet to a point on Southwesterly line of West Resource Drive cul-de-sac;

Thence by the arc of a curve bearing to the left and around the West Resource Drive cul-de-sac; Radius = 60.00, Delta = 118 degrees 25' 18',1 Arc = 124.01 feet, Chord = 103.09 feet and Chord Bearing South = 0 degrees 40' 48" East to a point and the principal place of beginning and containing 3.4684 acres of land, be the same more or less, but subject to all legal highways.

22275L

June 10, 1998

EXHIBIT "B"
(Site Plan to be attached)

EXHIBIT "C-1"
IMPROVEMENTS BY LANDLORD

Landlord shall provide allowance of $276,600.00 for construction of offices. Any additional build-out cost above the allowance shall be paid by the Tenant. After final completion of build-out, any unused portion of the allowance will be credited toward rent.

FIRST AMENDMENT TO LEASE

AGREEMENT, made this________ day of __________, 2001, by and between BROOKLYN HEIGHTS BUSINESS PARK LIMITED, an Ohio limited liability company, ("Landlord") and ASSET ACCEPTANCE CORP., a Michigan corporation, ("Tenant").

W I T N E S S E T H:

WHEREAS, by Lease dated November 17, 2000, Landlord leased to Tenant certain space contained in the building located at 600 Safeguard Plaza in the City of Brooklyn Heights, County of Cuyahoga and State of Ohio (the "Leased Premises").

WHEREAS, Landlord and Tenant have agreed to expand the Tenant's Premises and extend the term of the Lease as hereinafter provided;

NOW THEREFORE, the parties hereby mutually covenant and agree as follows:

1. Upon substantial completion of Tenant Improvements, approximately 11,115 square feet will be added to the Premises and made a part thereof.

2. The term of the Lease shall be extended so that the expiration date shall be five years after the first day of the month following substantial completion of Tenant Improvements, provided, however, that the new term shall commence no later than October 1, 2001.

3. Commencing on the earlier of (i) the first day of the month following substantial completion of Tenant Improvements or, (ii) October 1, 2001, the rent for the entire renewal term shall be based on the following schedule:

Square Feet     From        To      Rent Per Month
-----------     ----        --      --------------
11,525         4/1/01     8/31/01   $    11,525.00
22,640         10/1/01    3/31/02        23,740.00
   "           4/1/02     9/30/02        23,980.00
   "           10/1/02    3/31/03        24,211.66
   "           4/1/03     9/30/03        24.451.76
   "           10/1/03    3/31/04        24,683.33
   "           4/1/04     9/30/04        24,923.44
   "           10/1/04    3/31/05        25,155.00
   "           4/1/05     9/30/05        25,395.11
   "           10/1/05    9/30/06   $    25,626.67

The above rent schedule includes $1,100.00 per month as rent for approximately 42 additional parking spaces to be constructed per Section 22 of the original Lease. Each installment of rent is to be paid in advance on the first day of each and every calendar month during the term of this Lease, without setoff or deduction, at Landlord's office or such other place as Landlord may designate.

4. Landlord will make Tenant Improvements to the additional 11,115 square feet based on the terms contained in Article V of the original Lease and based on substantially the same level and quality of finish-out as Tenant's current Leased Premises. Landlord and Tenant shall work together to develop a mutually acceptable floor plan, which shall be attached hereto as Exhibit "C-1".

5. On the Commencement Date of the new term, Tenant's proportionate share of Operating Expenses and Taxes shall increase from 37.85% to 74.36%.

6. Except as herein otherwise provided, in all other respects, the terms and conditions contained in Lease dated November 17, 2000, shall remain in full force and effect during the term of this Lease extension.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the _______ day of _________________, 2001 as to Tenant and the ________________ day of ____________, 2001 as to Landlord.

Signed in the Presence of:             LANDLORD: BROOKLYN HEIGHTS BUSINESS
                                       PARK LIMITED

______________________________         ____________________________________

______________________________

                                       TENANT: ASSET ACCEPTANCE CORP.

______________________________         _____________________________________

______________________________

STATE OF OHIO )
) SS.
COUNTY OF CUYAHOGA )

BEFORE ME, a Notary Public in and for said County and State, personally appeared the above named Brooklyn Heights Business Park Limited, an Ohio limited liability company by_________________, its member, who acknowledged that he did sign the foregoing instrument and that the same is the free act and deed of said limited liability company and his free act and deed personally and as such member.

IN WITNESS WHEREOF, I have hereunto set my hand, this _____ day of _________________, 2001.

CORPORATE ACKNOWLEDGEMENT

STATE OF _____________)

) SS.

COUNTY OF ____________)

BEFORE ME, a Notary Public in and for said County and State, personally appeared Asset Acceptance Corp., a Michigan corporation, by____________________ who acknowledged that [he/she] did sign the foregoing instrument and that the same is the free act and deed of said corporation and [his/her] free act and deed personally and as such officer.

IN WITNESS WHEREOF, I have hereunto set my hand, this _____ day of _________________, 2001.

EXHIBIT "C-1"
TENANT IMPROVEMENTS
(TO BE ATTACHED)

EXHIBIT 10.11

LEASE

THIS LEASE is made as of the 16th day of January, 2002, by and between TECHNICAL PROPERTIES, L.L.C., a Michigan limited liability company, having its principal office at 39300 W. Twelve Mile Road, Suite 200, Farmington Hills, Michigan 48331, as lessor ("Landlord"), and ASSET ACCEPTANCE CORP., a Nevada corporation, having its principal office at 6985 Miller Road, Warren, MI 48092, as lessee ("Tenant"), who agree as follows:

SECTION 1

THE PREMISES

1.01 Landlord, in consideration of the rents to be paid and the covenants and agreements to be performed by Tenant, hereby leases to Tenant the real property (the "Land") located in the City of Warren, County of Macomb, and State of Michigan, described in Exhibit "A" attached hereto and made an integral part of this Lease, together with the 25,200 square foot building and the other improvements on the Land (the "Improvements"). The Land and the Improvements collectively will constitute and be referred to in this Lease as the Premises.

SECTION 2

LANDLORD'S REPAIRS AND IMPROVEMENTS

2.01 Landlord shall perform the repairs and construct the improvements listed on the attached Exhibit "B" ("Landlord's Repairs and Improvements") in a good and workmanlike manner and in full compliance with all applicable laws. Landlord's Repairs and Improvements which are to be done on the interior of the building, and item no. 1 on the attached Exhibit B pertaining to the pipe below the parking lot (the "Pre-Commencement Repairs and Improvements"), will be substantially completed by February 1, 2002 (the "Scheduled Completion Date") provided the Lease is signed by Tenant no later than January 15, 2002.

2.02 The Scheduled Completion Date represents the date Landlord estimates that the Pre-Commencement Repairs and Improvements listed on Exhibit B will be completed and the Premises will be ready for occupancy. Landlord shall tender possession to Tenant on the Scheduled Completion Date. If, in good faith, Landlord is delayed or hindered in construction by Force Majeure Events, as defined in Section 29.01, or as a result of requests by or acts of Tenant (collectively an "Excusable Event"), the Scheduled Completion Date shall be extended for the period of delay caused by the Excusable Event, and Landlord shall have no liability for damages for a delay caused by an Excusable Event. Landlord and Tenant acknowledge that the Landlord's Repairs and Improvements on Exhibit B which are not Pre-Commencement Repairs and Improvements are outdoor Repairs and Improvements (the "Outdoor Repairs") which may not be completed prior to the Commencement Date of the Lease if there is inclement weather. Landlord will endeavor to complete the Outdoor Repairs as soon as reasonably possible during the Spring of 2002. The Premises will not be considered unready or incomplete if only minor or unsubstantial details of construction,

decoration or mechanical adjustments remain to be done within the Improvements, or if the Outdoor Repairs are not completed, or if the delay in the availability of the Premises for Tenant's occupancy is caused in whole or in part by Tenant.

2.03 Tenant shall be given an opportunity by Landlord to inspect Landlord's Repairs and Improvements prior to the Commencement Date. At such time, Tenant may create a "punch list" of Landlord's Repair and Improvement items which remain to be completed or corrected, in Tenant's reasonable judgment. Tenant's punch list shall include only those items listed on Exhibit B attached which remain to be completed or corrected. All punch list items for which Landlord is responsible shall be completed or corrected by Landlord promptly after Tenant's inspection.

SECTION 3

THE TERM

3.01 The original term (the "Term") of this Lease will commence (the "Commencement Date") on the Scheduled Completion Date, which is projected to be February 1, 2002. Unless sooner terminated or extended in accordance with the terms hereof, the Lease will terminate on August 31, 2004.

3.02 By occupying the Premises, Tenant will be deemed to have accepted the Premises and acknowledged that they are in the condition called for in this Lease, subject only to the "punch list" items identified by Tenant by written notice delivered to Landlord under Section 2.03 above.

3.03 Tenant covenants and agrees that on the Commencement Date Tenant shall use, occupy and take possession of the Premises in accordance with the provisions of this Lease.

SECTION 4

THE BASE RENT; OPTION TO RENEW

4.01 Tenant agrees to pay to Landlord, as net rent for the Term of this Lease, as follows:

(a) From the Commencement Date through the end of the twelfth (12th) month, the net rent shall be $17,850.00 per month.

(b) From the thirteenth (13th) through the end of the twenty-fourth
(24th) month, the net rent shall be $18,375.00 per month.

(c) From the twenty-fifth (25th) through the end of the thirty-first
(31st) month, the net rent shall be $18,900.00 per month.

4.02 Each monthly installment of rental will be paid in advance, without any setoffs or deductions, on the first day of each and every calendar month (the "Rent Day") during the Term, at the office of the Landlord at the address first shown above, or at such other place as Landlord from time to time may designate in writing. In the event the Commencement Date is other than the first day of a calendar month, the rental for the partial first calendar month of the Term will be prorated on a daily basis based on a thirty (30) day month and will be paid in addition to the net minimum rent provided in Section 4.01 above. Net rent for such partial calendar month and for the first full calendar month of the Lease shall be paid on the Commencement Date.

4.03 Landlord and Tenant acknowledge and agree that the net rental due hereunder together with any adjustments thereto made during the term of this Lease shall be net of all costs, expenses, taxes (real and personal), assessments, management fees and charges of every kind and nature whatsoever relating to the ownership, occupancy or use of the Premises so that the rental together with any such adjustments constitute the minimum income realized by Landlord from the Premises. Tenant will indemnify and hold harmless Landlord from and against such costs, expenses and charges.

4.04 Provided that (i) Tenant shall not then be in default under any of the terms and conditions of this Lease, and (ii) this Lease is then in full force and effect, Tenant shall have the right to extend the Term of this Lease for one (1) additional successive period of five (5) years (the "Option Term") commencing September 1, 2004, provided that Tenant shall deliver to Landlord written notice of its election to extend the Term of this Lease at least six (6) months prior to the expiration date of the Term of this Lease. Except as expressly otherwise provided herein, all the covenants, agreements, terms and conditions contained herein shall remain in full force and effect during the Option Term.

The net annual rental during the Option Term shall be the following amounts:

Option Months      Net Monthly Rental
-------------      ------------------
   32-43              $18,900.00
   44-55              $19,425.00
   56-67              $19,950.00
   68-79              $20,475.00
   80-91              $21,000.00

SECTION 5

LATE CHARGES AND INTEREST

5.01 Any rent or other sums, if any, payable by Tenant to Landlord under this Lease which are not paid within five (5) business days after they are due, and any rent or other sums received and accepted by Landlord more than five
(5) business days after they are

due, will be subject to a late charge of five (5%) percent of the amount due. Such late charges will be due and payable as additional rent on or before the next Rent Day.

5.02 Any rent, late charges or other sums payable by Tenant to Landlord under this Lease not paid within ten (10) business days after the same are due will bear interest at a per annum rate equal to fifteen (15%) percent or if lower, the highest rate permitted by law. Such interest will be due and payable as additional rent on or before the next Rent Day, and will accrue from the date that such rent, late charges or other sums are payable under the provisions of this Lease until actually paid by Tenant, provided that Tenant shall receive an offset against such interest in the amount of any late fee paid by Tenant under
Section 5.01 with respect to said late payment.

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

SECTION 6

TAXES, ASSESSMENTS AND UTILITIES

6.01 Tenant agrees to pay, at least thirty (30) days before they become delinquent, as additional rent for the Premises all Real Estate Taxes (as hereinafter defined) which may be levied, assessed or imposed on the Premises or any part thereof, or on any building or improvements at any time situated thereon, during or pertaining to the Term of this Lease, and Tenant shall provide Landlord with receipts evidencing payment of the Real Estate Taxes at least ten (10) days before such Real Estate Taxes become delinquent. Real Estate Taxes for the first year of the Term and the last year of the Term of this Lease will be prorated between Landlord and Tenant so that Tenant will be responsible for any such Real Estate Taxes attributable to the period during which Tenant is entitled to possession of the Premises. At the end of the Lease Term, provided Tenant is not then in default under the Lease, Landlord will reimburse Tenant for any Real Estate Taxes paid by Tenant for the time period after the end of the Lease Term. The so-called "due date" method of proration will be used (as if Public Act 80 of 1994 were never enacted), it being presumed that Real Estate Taxes are payable in advance. For example, if Real Estate Taxes were due and payable on July 1, 2001 and December 1, 2001, and the Commencement Date is February 1, 2002, then Tenant shall reimburse Landlord on the Commencement Date for Tenant's pro rata share of Real Estate Taxes for that period from February 1, 2002 to July 1, 2002, and for that period from February 1, 2002 to December 1, 2002. Tenant shall pay to Landlord its pro rata portion of the current Real Estate Taxes for the first year of this Lease on the Commencement Date. If at any time during the term hereof the Premises are not taxed by separate assessment, Tenant shall pay its pro rata share of the assessment of Real Estate Taxes that covers the Premises, computed based on the percentage that the total square footage of the improvements bears to the total square footage of all buildings and

improvements, including the improvements, covered by the assessment of Real Estate Taxes which covers the improvements, reduced by that portion of such Real Estate Taxes attributable to land without buildings thereon, and Tenant shall pay its proportionate share of such Real Estate Taxes within ten (10) days after receipt of an invoice therefore from Landlord. If Tenant shall fail to timely pay the Real Estate Taxes as provided herein, Landlord may, at its option, pay such Real Estate Taxes, and any amount so paid by Landlord will be additional rental due and payable on or before the next Rent Day, together with late charges and interest as provided in Section 5 hereof.

6.02 Real Estate Taxes as used herein shall mean ad valorem real estate taxes, assessments (general, special, ordinary or extraordinary), sewer rents, taxes based upon the receipt of rent, rates and charges including, without limitation, the industrial facility tax which may be levied pursuant to the Plant Rehabilitation and Industrial Development Districts Act, being Sections 207.551 through 207.571 of the Michigan Compiled Laws, and any other federal, state or local charge (general, special, ordinary or extraordinary) which may now or hereafter be imposed, levied or assessed against the Premises in lieu of ad valorem real estate taxes or industrial facility tax. In the event the State of Michigan or any political subdivision thereof having taxing authority shall modify, repeal or abolish the ad valorem tax on real property, or impose a tax or assessment of any kind or nature upon, or against or with respect to the Premises or the rents payable by Tenant or on the income of the Landlord derived from the Premises, or with respect to the Landlord's ownership interest in the Premises, which tax is assessed or imposed by way of substitution for or in addition to all or any part of the Real Estate Taxes, then Tenant shall pay to Landlord a just and proportionate amount of Landlord's total tax obligation arising out of its ownership of the Premises; provided however, nothing herein contained shall impose an obligation on Tenant to pay general income tax liabilities of Landlord, except to the extent such income tax is being used to fund items presently or previously funded by ad valorem taxes and is so designated by the legislature of the State of Michigan.

6.03 If Tenant shall fail at any time to timely pay the Real Estate Taxes or if Landlord, as mortgagor, is required to establish an escrow fund with its mortgagee for the payment of such Real Estate Taxes, Tenant shall, at Landlord's request, pay the Real Estate Taxes by depositing with Landlord on each Rent Day an amount equal to one-twelfth (1/12) of the estimated current Real Estate Taxes assessed, levied or imposed against the Premises or otherwise payable by Tenant hereunder or, if higher, the amount Landlord is required to pay each month to the said escrow fund. If the funds deposited with Landlord hereunder shall be insufficient to enable Landlord to pay the Real Estate Taxes in full on the due date thereof, Tenant shall, immediately upon demand by Landlord, deposit with Landlord such additional sums as may be required by Landlord to enable it to make such payment on or before the due date thereof. In the event the funds deposited with Landlord shall exceed the amount required for the payment of current Real Estate Taxes, the excess shall be credited by Landlord to the subsequent deposits required to be made by Tenant to pay future Real Estate Taxes. Tenant's obligation to pay the Real Estate Taxes shall be considered as additional sums payable hereunder subject to the terms of Section 5 hereof. Upon request, Landlord shall furnished Tenant with copies of bills for the Real Estate

Taxes assessed, levied or imposed against the Premises pursuant to which the amount payable by Tenant under this Section 6 shall be computed.

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

6.05 Tenant may contest the amount or validity of any imposition of Real Estate Taxes against the Premises or the personal property thereon by appropriate proceedings if Tenant notifies Landlord in writing at least thirty
(30) days prior to the date of filing such application to contest. However, Tenant shall continue to pay the installments due Landlord under Section 6.03 above. During such contest Tenant shall, and Landlord shall have a right to, pay such taxes as and when due unless the proceeding commenced by Tenant or Tenant's posting of a bond or other security shall operate to stay the collection of the Real Estate Taxes so contested. At Tenant's request, Landlord shall join in any such proceeding if it shall be required properly to contest the assessed value of the Premises or the Real Estate Taxes, and Tenant shall reimburse Landlord for Landlord's reasonable out-of-pocket costs and expenses incurred, if any, in participating in the proceeding to contest taxes applicable during the Lease Term. If Landlord incurs out-of-pocket costs and expenses to contest taxes applicable to a time period before or after the Lease Term, Tenant shall not be obligated to reimburse Landlord's out-of-pocket costs and expenses covering taxes due during any time period before or after the Lease Term. Landlord shall also have the right to contest taxes, and in such event, Tenant shall be responsible for all of Landlord's costs in contesting the taxes to the extent that the costs are less than or equal to the savings realized by contesting such taxes.

6.06 Tenant agrees to pay all charges made against the Premises for gas, heat, electricity, sewer, water and all other utilities used upon or furnished to the Premises as and when due during the continuance of this Lease. At the end of the Lease Term, provided Tenant is not then in default under the Lease, Landlord will reimburse Tenant for any utilities paid by Tenant for the time period after the end of the Lease Term.

6.07 Tenant agrees to pay as additional rent for the Premises all dues and assessments levied against or in regard to the Premises by any subdivision association existing or subsequently formed or such other person or entity who maintains or is responsible for maintaining the common areas within the complex, if any, in which the Premises are located, during or attributable to the Term of this Lease. Tenant will pay all such dues and assessments before they become delinquent. Such dues and assessments which relate to the first and last years of the Lease will be prorated between Landlord and Tenant so that Tenant will be responsible for any such dues and assessments attributable to the period during which Tenant has or is entitled to possession of the Premises.

SECTION 7

USE OF PREMISES

7.01 The Premises during the continuance of this Lease will be used and occupied for offices and warehouse space and for no other purpose whatsoever without the prior written consent of Landlord. Tenant agrees that it will not use or permit any person to use the Premises or any part thereof for any use or purpose in violation of the laws of the United States, the laws, ordinances or other regulations of the State or municipality in which the Premises are located, or of any other lawful authorities, or any building and use restrictions, or restrictive covenants, now or hereafter affecting the Premises or any part thereof. Tenant shall not use the Premises so as to cause the cancellation of, or prevent the use of, the insurance policies required in this Lease. During the term hereof, Tenant will keep the Premises and every part thereof and all buildings at any time situated thereon in a clean and wholesome condition and generally will comply with all laws, ordinances, orders and regulations affecting the Premises and the cleanliness, safety, occupancy and use thereof. All signs and advertising displayed in and about the Premises will be such only as to advertise the business carried on upon the Premises and Landlord will control the location, character and size thereof. No external signs will be displayed except as approved in writing by Landlord, and no awning will be installed or used on the exterior of the building unless approved in writing by Landlord. Any and all permitted signs shall be installed, maintained and removed by Tenant at Tenant's sole expense.

7.02 Tenant shall not discharge, release, generate, treat, store, dispose of or deposit in, on or under the Premises, or permit to be discharged, released, generated, treated, stored, disposed of or deposited in, on or under the Premises, and during the term hereof the Premises shall be free of and will not be contaminated by any "toxic or hazardous substance", asbestos, urea formaldehyde insulation, PCB's, radioactive materials, flammable explosives or any other hazardous or contaminated substance (collectively "Hazardous Materials") prohibited, limited or regulated under the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA") or under any other applicable federal, state or local statutes, regulations or ordinances (collectively the "Environmental Laws"), and Tenant agrees to indemnify and hold Landlord harmless from and against any and all claims, liabilities, damages, fines, penalties, costs and expenses (including attorney fees) incurred by Landlord relating to or arising as a result of Tenant's breach of this representation and warranty, including, without limitation, clean-up costs and future response costs under CERCLA or other environmental laws, and such obligations shall survive termination of this Lease. Tenant, at Tenant's sole cost and expense, shall be responsible for obtaining all permits, licenses or approvals under Environmental Laws necessary for Tenant's operation of its business on the premises and shall make all notifications and registrations required by any applicable Environmental Laws. Tenant shall at all times comply with such permits, licenses, approvals, notifications and registrations.

7.03 Within thirty (30) days of the Commencement Date and, thereafter upon the reasonable request of Landlord or its lender from time to time, but not more frequently than

once every twelve months unless required of any of the parties by any applicable law or governmental authority, Tenant shall furnish Landlord a list of all Hazardous Materials used or stored on the Premises. Tenant further agrees to keep Landlord reasonably informed of any investigations by regulatory agencies of hazardous materials on the Premises. Landlord shall have the right, but not the obligation, to enter the Premises at reasonable times, after prior written notice to Tenant, to inspect the Premises for Tenant's compliance with Environmental Laws if in Landlord's sole discretion there exists reasonable cause to inspect.

SECTION 8

INSURANCE

8.01 Tenant, at its sole expense, will obtain and maintain at all times until termination of this Lease and the surrender of the Premises to Landlord, policies of insurance covering the Premises and providing the insurance protection to Landlord and the Premises described in this Section 8.

8.02 Tenant shall, during the Term of this Lease, maintain in full force and effect policies of Commercial General Liability insurance providing coverage for the operation of the premises, including the parking areas and the ways and means adjacent thereto, with policy limits of not less than $7,000,000 per occurrence exclusive of defense costs. All policies maintained pursuant to this paragraph 8.02 shall be written on an occurrence basis and shall name Landlord (and its lender, if any) as an additional insured.

8.03 Tenant shall obtain and maintain policies of worker's compensation and employer's liability insurance which shall provide for statutory worker's compensation benefits and employer's liability limits of not less than $500,000 (or statutory limits, whichever is greater) per occurrence.

8.04 Tenant shall obtain and maintain during the term hereof insurance covering the Improvements on the Premises to their full replacement value without deduction for depreciation. All insurance policies required pursuant to this paragraph 8.04 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, and shall not provide for a deductible in excess of $1,000.00. Such insurance policies shall also include flood insurance if the Premises is located in a flood hazard area, as well as boiler and machinery insurance and loss of rents insurance coverage in an amount equal to the sum of all rentals and other charges, including Real Estate Taxes, that Tenant shall be required to pay to or on behalf of Landlord during the twelve (12) month period next succeeding the effective date of such policy and providing that such loss of rentals and other charges shall be payable for a period of twelve (12) months from the date of any loss or casualty. All such policies of insurance shall be further endorsed to name Landlord as an additional named insured and provide a mortgagee clause in favor of Landlord's mortgagee, if any. The policies shall further provide that all claims for damages to the Premises or the Improvements shall be negotiated and adjusted directly with Landlord and that Landlord

and its mortgagee shall be the sole loss payees for any loss with respect to the Premises and the Improvements.

8.05 All insurance policies which Tenant shall be required to maintain pursuant to this Section 8 shall, in addition to any of the foregoing: be written by insurers which have an A.M. Best & Company rating of A+ 15 or better and who are authorized to write such business in the State of Michigan; name Landlord and its mortgagee as additional named insureds; be endorsed to provide that they shall not be canceled for any reason, materially changed, or reduced in the amounts of insurance, except on 30 days prior written notice to Landlord and its mortgagee; and provide coverage to Landlord and its mortgagee whether or not the event or occurrence giving rise to the claim is alleged to have been caused in whole or in part by the acts or negligence of the Landlord or its mortgagee. A certificate of insurance, or such other evidence of the insurance coverages required by this Lease as is required by and acceptable to Landlord and its mortgagee, will be delivered by Tenant to Landlord prior to the effective date thereof, together with receipts evidencing payment of the premiums therefor. Tenant will deliver certificates of renewal for such policies to Landlord not less than 30 days prior to the expiration dates thereof. Insurance provided by Tenant under this Section 8 may be in the form of a blanket insurance policy covering the properties as well as the Premises; provided, however that: (i) with respect to any property insurance issued on a blanket basis, the per location or per occurrence limit of coverage shall not be less than the full replacement cost of the Improvements on the Premises plus the value of any property of Tenant on the Premises and insured under such policy without deduction for depreciation, and (ii) with respect to liability insurance that the overall annual aggregate limit of liability applicable to the Premises is not less than $7,000,000.

8.06 If Tenant fails to provide all or any of the insurance required by this Section 8 or subsequently fails to maintain such insurance in accordance with the requirements thereof, Landlord may (but will not be required to) procure or renew such insurance to protect its own interests only, and any amounts paid by Landlord for such insurance will be additional rent due and payable on or before the next Rent Day, together with late charges and interest as provided in Section 5 hereof. Landlord and Tenant agree that no insurance acquired by Landlord pursuant hereto shall cover any interest or liability of Tenant.

8.07 If Tenant shall fail at any time to maintain and timely pay the premiums for the insurance required hereunder or if Landlord, as mortgagor, is required to establish an escrow fund with its mortgagee for the payment of such insurance premiums, Tenant shall, at Landlord's request and for the remaining Term hereof, pay the insurance premiums by depositing with Landlord on each Rent Day an amount equal to one-twelfth (1/12) of the estimated cost of the insurance premiums or, if higher, the amount Landlord is required to pay each month to the said escrow fund. If the funds deposited are insufficient to enable Landlord to pay the insurance premiums as and when due, upon demand Tenant shall deposit with Landlord such additional funds as may be required to pay such premiums, and any excess payments of Tenant will be credited by Landlord to the subsequent deposits for insurance premiums required hereunder. Tenant acknowledges that the payment of the

premiums is Tenant's responsibility, and Landlord will not be required to have paid the premiums prior to payment therefor by Tenant.

8.08 Landlord may at any time, but not more than once in any twelve
(12) month period, request a review of insurance coverages and limits of liability set forth in this Section to determine whether the coverages and limits are reasonable and adequate in the then existing circumstances. In its review, Landlord shall consider the requirements of this Section, the cost of insurance to be obtained, inflation, changes in condition, the requirements of Landlord's Mortgagee, and the insurance then being carried by similar industrial use developments in the area of the Premises. If after such review, in Landlord's reasonable judgment, the coverages and/or limits require adjustment, Tenant agrees to adjust such coverages and/or limits accordingly.

SECTION 9

DAMAGE BY FIRE OR OTHER CASUALTY

9.01 Subject to the other provisions of this Section 9, if, during the Term of this Lease, the Improvements shall be damaged or destroyed in whole or in part by fire or other casualty with respect to which Tenant is required to provide insurance pursuant to Section 8 of this Lease, provided there has been no Event of Default by Tenant under the Lease which has not been cured within any applicable cure period, Landlord shall, with reasonable dispatch and at Landlord's expense, cause the Improvements to be repaired and restored to their condition existing immediately prior to such damage or destruction; provided, however, that: (a) if any such casualty is not covered by insurance, Landlord shall have no obligation to repair the damaged Improvements, but may elect to do so by notifying Tenant in writing within 30 days of the date of such casualty of its intention to so repair, and (b) if Tenant has committed and Event of Default which has not been cured within any applicable cure period, Landlord shall have the right, but not the obligation, to repair the damaged Improvements, at Landlord's sole option. In the event Landlord does not elect to repair such uninsured casualty damage, this Lease shall automatically terminate unless the Landlord and Tenant agree otherwise.

9.02 Landlord shall be entitled to receive the proceeds of any insurance covering the Premises. If the proceeds of such insurance are inadequate for purposes of repairing or restoring the Improvements to the condition required pursuant to Section 9.01, Tenant promptly shall pay to Landlord, upon demand, the amount of any such deficiency (provided Tenant shall not be obligated with respect to any deficiency applicable to the Improvements prior to the Commencement Date). Notwithstanding the foregoing, if Landlord's mortgagee, if any, is entitled to apply and does in fact apply all or any portion of the proceeds of such insurance to any loan of Landlord secured by a mortgage on the Premises, Tenant shall not be required to pay to Landlord the amount of the insurance proceeds so applied by Landlord's mortgagee to such loan.

9.03 If the damage or destruction occurs during the last year of the Lease Term and the period of time estimated by Landlord in good faith to be necessary to accomplish such

repairs or restoration shall exceed sixty (60) days, Landlord and Tenant shall each have the right, exercisable upon written notice to the other, to terminate this Lease. Such termination shall be effective thirty (30) days from the date of such notice.

9.04 Tenant shall give immediate notice to Landlord in case of fire to or accident at the Premises. If Landlord repairs or restores the Improvements as provided in Subsection 9.01 above, Tenant shall promptly repair or replace the leasehold improvements in a manner and to a condition equal to that existing prior to the occurrence of such damage or destruction.

9.05 If the casualty, repairing or rebuilding of the Improvements pursuant to this Section 9 shall render the Premises untenantable, in whole or in part, a proportionate abatement (based on square footage of the Building rendered untenantable and vacated by Tenant) of the rent due hereunder shall be allowed from the date when the damage occurred until the date Landlord substantially completes the repairs on the improvements or, in the event this Lease is terminated as provided herein, until the date of termination, but in any event, only if and to the extent such abatement of rent is otherwise covered by rental interruption insurance.

9.06 Without limiting any of Tenant's other obligations or liabilities to Landlord under this Lease or otherwise, Tenant shall be liable to Landlord for damage to the Premises caused by the acts or omissions of Tenant, or otherwise arising out of Tenant's operations and use of the Premises, to the extent such damage is not covered by insurance.

9.07 Notwithstanding anything in this Lease to the contrary, any casualty to the Improvements which occurs prior to the Commencement Date shall be deemed an Excusable Event with respect to the construction of the Landlord's Repairs and Improvements.

SECTION 10

REPAIRS

10.01 Upon written notice from Tenant, Landlord will, during the term of the Lease, promptly repair or replace the following items in the Premises if and as necessary:

(a) Roof;

(b) Exterior walls; and

(c) HVAC; provided Tenant undertakes routine maintenance of the HVAC system using reputable, experienced, commercial contractors and the repair or replacement requires an expenditure in excess of $350.00 per occurrence.

In the event Landlord incurs costs in excess of $350.00 for repairs or replacements of the HVAC pursuant to its obligation set forth herein, Tenant shall be responsible for the first

$350.00 of the repair or replacement cost, and Landlord shall be responsible for the remaining cost. Tenant's $350.00 portion of the repair or replacement cost for the HVAC shall be paid by Tenant to Landlord no later than thirty (30) days after Tenant has received an invoice therefor accompanied by reasonable supporting data detailing the basis for the charge.

If any repair or replacement to the above items are necessitated by damage done by Tenant or its employees, agents or contractors, or if a repair or replacement is required to the HVAC as a result of Tenant not undertaking routine maintenance of the HVAC system using reputable, experienced, commercial contractors, the repair or replacement shall be undertaken by Landlord upon written notice from Tenant, and the cost of the repair or replacement shall be Tenant's sole responsibility. Tenant shall reimburse Landlord for the repair or replacement cost no later than thirty (30) days after Tenant has received invoices therefor accompanied by reasonable supporting data detailing the basis for the charges.

Any amounts not paid timely by Tenant will be additional rent due and payable on or before the next Rent Day, together with late charges and interest as provided in Section 5 hereof.

10.02 Tenant covenants and agrees that it will, at its own expense, during the term of this Lease, keep and maintain the remainder of the Premises and every part thereof including without limitation, the items listed on the attached Exhibit B after Landlord has completed Landlord's Improvements and Repairs to such items; routine maintenance of the HVAC system; repairs or replacements to the HVAC which do not exceed $350.00 per occurrence; the interior of all walls, the doors, door frames, the window glass, casings, window frames, windows (including all appliances, window appurtenances and attachments thereto); all plate glass; the electrical, plumbing; and other mechanical systems and equipment and appurtenances thereto, in good order, condition and repair. Tenant further shall keep and maintain the Premises in a clean, sanitary and safe condition in accordance with the laws of the State of Michigan, all directions, rules and regulations of any health officer, fire marshall, building inspector, or other proper officials of any governmental agencies having jurisdiction over the Premises, and the reasonable and customary requirements of Landlord's mortgagee, all at its full cost and expense. The maintenance and repair of the Premises shall also include, but shall not be limited to, cleaning, weed cutting and removal, ice, snow, water and rubbish clearance, security of the Premises and upkeep of walkways, landscaping, parking facilities, driveways, drainage facilities and lighting facilities. At the expiration of the Lease Term, Tenant shall yield and deliver the Premises to Landlord in the like condition as when it was taken, except for reasonable use and wear, damage by casualty and condemnation, and will, at its own cost and expense, repair or pay the cost of restoration with respect to any damage to the Premises arising from the removal of any trade fixtures or similar items. Tenant shall have no rights of removal as to property affixed or otherwise placed on or in the building on the Premises by or at the expenses of Landlord, its predecessors, successors or assigns.

10.03 In the event Tenant refuses, neglects or fails to commence and complete any repairs to the Premises or maintain the Premises as provided herein, Landlord may, at its sole option, after written notice to Tenant and Tenant's failure to cure the default within ten

(10) days thereafter (except in case of an emergency, in which event no such notice shall be required), enter onto the Premises and make and complete such repairs or perform such maintenance and shall not be responsible to Tenant for any loss or damage that may be incurred by Tenant by reason thereof, nor shall such entry by Landlord be considered a trespass. All sums expended by Landlord to make such repairs or maintenance shall be additional rent due and payable on the next Rent Day, together with late charges and interest as provided in
Section 5 hereof.

10.04 Tenant shall make no renovations, alterations, additions or improvements to the Premises without the prior written consent of Landlord and, if applicable, Landlord's mortgagee. Landlord's consent shall not be unreasonably withheld or delayed if such proposed renovations, alterations, additions or improvements only affect the interior of the Improvements and do not affect the foundation, walls (interior or exterior) and roof of the Improvements. All plans and specifications for such renovations, alterations, additions or improvements shall be approved by Landlord, prior to commencement of any work. All renovations, alterations, additions or improvements made by Tenant upon the Premises, except for movable office furniture and trade fixtures put in at the expense of Tenant, shall be the property of Landlord, and shall be surrendered with the Premises at the termination of this Lease, without molestation or injury. If Landlord so requires, Tenant shall remove any or all such alterations as Landlord designates at termination and shall repair any damage to the Premises caused thereby. If Tenant seeks Landlord's consent to such alterations and such consent is granted, Landlord shall notify Tenant, no later than the time such consent is granted, whether Landlord requires such alterations to be removed upon termination of this Lease.

10.05 Tenant agrees that all renovations, alterations, additions and improvements made by it pursuant to Section 10.04, notwithstanding Landlord's approval thereof, shall be done in a good and workmanlike manner and in conformity with all laws, ordinances and regulations of all public authorities having jurisdiction, that materials of a similar kind, size and quality as those currently on the Premises shall be employed therein, that the structure of the Improvements shall not be impaired thereby, that the said work shall be carried out and completed in an orderly, clean and safe manner, and that Tenant will maintain customary insurance coverage while the work is being performed with Landlord named as an additional insured.

10.06 Tenant shall obtain all necessary governmental permits before making any renovations, improvements, alterations or additions to the Premises pursuant to Sections 10.04 or 10.05 hereof. Landlord agrees to cooperate with Tenant in obtaining such permits; provided however, Landlord shall have no obligation to pay any fees or charges for building permits or the like which Tenant is required to obtain from such governmental agencies or authorities.

SECTION 11

LIENS

11.01 Tenant will keep the Premises free of liens of any sort and will hold Landlord harmless from any liens which may be placed on the Premises except those attributable to the acts of Landlord. In the event a construction or other lien shall be filed against the Improvements, the Premises or Tenant's interest therein as a result of any work undertaken by Tenant, or as a result of any repairs or alterations made by Tenant, or any other act of Tenant, Tenant shall, within ten (10) business days after receiving notice of such lien, discharge such lien either by payment of the indebtedness due the lien claimant or by filing a bond (as provided by statute) as security for the discharge of such lien, or post other reasonable security therefor. In the event Tenant shall fail to discharge such lien, or post other reasonable security therefor, Landlord shall have the right after written notice to Tenant and Tenant's failure to cure such default within ten (10 ) days thereafter, to procure such discharge by filing such bond, and Tenant shall pay the cost of such bond to Landlord as additional rent upon the next Rent Day in accordance with Section 5 hereof.

SECTION 12

EMINENT DOMAIN

12.01 (a) If the entire Premises is taken or condemned for a public or quasi-public use, this Lease shall terminate as of the earlier of: (i) the date title to the condemned real estate vests in the condemnor, or (ii) the date on which Tenant is deprived of possession of all of the Premises. In such event, the base rent and all additional rent and other sums payable hereunder shall be apportioned and paid in full by Tenant to that date; all base rent, additional rent and other sums payable hereunder prepaid for periods beyond that date shall forthwith be repaid by Landlord to Tenant; and neither party shall thereafter have any liability hereunder, except that any obligation or liability of either party, actual or contingent, under this Lease which has accrued on or prior to such termination date shall survive.

(b) In the event of a taking of "Substantially All of the Premises" (as herein defined), Tenant may, at its option, upon thirty (30) days' written notice to Landlord, which shall be given no later than sixty (60) days following the taking, terminate this Lease. All base rent and other sums payable by Tenant hereunder shall be apportioned and paid through and including the date of taking, and neither Landlord nor Tenant shall have any rights in any compensation or damages payable to the other in connection with such condemnation. For purposes of this provision, "Substantially All of the Premises" shall mean (i) so much of the Premises as, when taken, leaves the untaken portion unsuitable, in the reasonable opinion of Tenant and Landlord, for the continued feasible and economic operation of the Premises by Tenant for the same purposes as immediately prior to such taking or as contemplated herein, or (ii) so much of the Premises that access to the Premises is materially impeded, as reasonably determined by Tenant and Landlord.

12.02 If this Lease is not terminated following such condemnation or taking, Landlord, as soon as reasonably practicable after such condemnation or taking and the determination and payment of Landlord's award on account thereof, shall expend as much as may be necessary of the net amount which is awarded to Landlord and released by

Landlord's mortgagee, if any, in restoring, to the extent originally constructed by Landlord (consistent, however, with zoning laws and building codes then in existence), so much of the Improvements as was originally constructed by Landlord to an architectural unit as nearly like its condition prior to such taking as shall be practicable. Should the net amount so awarded to Landlord be insufficient to cover the cost of restoring the Improvements, in the reasonable estimate of Landlord, Landlord or Tenant may, but shall have no obligation to, supply the amount of such insufficiency and if so supplied, Landlord shall restore the Improvements to such architectural unit, with all reasonable diligence, or, if not so supplied, either Landlord or Tenant may terminate this Lease by giving notice to the other not later than a reasonable time after Landlord has determined the estimated net amount which may be awarded to Landlord and the estimated cost of such restoration.

12.03 If this Lease is not terminated pursuant to Section 12.01, the base rent payable by Tenant shall be reduced in proportion to the reduction in net useable area of the Building by reason of the condemnation or taking. If this Lease is terminated pursuant to Section 12.01, the base rent and other charges which are the obligation of Tenant hereunder shall be apportioned and prorated accordingly as of the date of termination.

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

SECTION 13

ASSIGNMENT OR SUBLETTING

13.01 Tenant agrees not to assign or in any manner transfer this Lease or any interest in this Lease without the prior written consent of Landlord, and not to sublet the Premises or any part of the Premises or allow anyone to use or to come in with, through or under it without Landlord's consent, or if required, the consent of Landlord's lender. Landlord's consent shall not be unreasonably withheld or delayed. In no event may Tenant assign, sublet or otherwise transfer this Lease or any interest in this Lease at any time while in default hereunder. One such consent by Landlord will not be deemed a consent to any subsequent assignment, subletting, occupation or use by any other person. Neither the consent to any assignment or subletting nor the acceptance of rent from an assignee, subtenant or occupancy will constitute a release of Tenant from the further performance of the obligations of the Tenant contained in this Lease.

13.02 Notwithstanding the above, Tenant may assign or sublet this Lease with prior written notice and a copy of such assignment or sublease to Landlord, but without Landlord's prior written consent, to Tenant's parent, subsidiary, successor, or affiliated corporation, or any corporation or entity which acquires all or substantially all of the assets

or issued and outstanding shares of capital stock of Tenant, provided the parent, subsidiary, successor, affiliated corporation, or entity which acquires the assets or shares of Tenant is at least as economically viable as Tenant and that there is no material change in the use of the Premises without Landlord's prior written consent.

13.03 In the event of any assignment or sublease of all or any portion of the Premises to a non-affiliated entity where the rental or other consideration reserved in the sublease or by the assignment exceeds the rental or pro-rata portion of the rental, as the case may be, for such space reserved in this Lease, Tenant agrees to pay Landlord monthly, as additional rent, on the Rent Day, the excess of the rental or other consideration reserved in the sublease or assignment over the rental reserved in this Lease applicable to the subleased/assigned space.

13.04 Landlord shall have the right to assign this Lease at any time.

SECTION 14

INSPECTION OF PREMISES

14.01 Tenant agrees to permit Landlord and the authorized representatives of Landlord to enter the Premises at all reasonable times during business hours for the purpose of inspecting the same. Landlord shall provide Tenant with reasonable advance notice of Landlord's entry onto the Premises, unless Landlord's entry is necessitated by an emergency on the Premises, in which case Landlord shall not be required to give advance notice.

14.02 If, after inspection, Landlord deems any repairs which are Tenant's obligation to make, necessary to protect the structure of the Improvements, for the health and safety of all persons using the Premises, or required pursuant to Tenant's obligations hereunder, Landlord may demand that Tenant make the repairs. If Tenant refuses or neglects to commence such repairs within ten (10) business days of such demand or if Tenant fails to complete the repairs within a reasonable time thereafter, Landlord may make or cause to be made such repairs. The cost of any repairs so made by Landlord shall be deemed additional rent payable on the later of ten (10) days or the next Rent Day in accordance with Section 5 hereof. If any such repairs are made by Landlord, then Landlord shall not be responsible to Tenant for any loss or damage that may occur to Tenant while completing such repairs, except for damage due to Landlord's gross negligence or willful acts or the gross negligence or willful acts of its agents.

SECTION 15

FIXTURES AND EQUIPMENT

15.01 All fixtures and equipment paid for by Landlord and all fixtures and equipment which may be paid for and placed on the Premises by Tenant from time to time

but which are so incorporated and affixed to the Improvements that their removal would involve damage or structural change to the Improvements, will be and remain the property of Landlord.

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

SECTION 16

NOTICE OR DEMANDS

16.01 All bills, notices, statements, communications, or demands (collectively, "notices or demands") upon Landlord or Tenant desired or required to be given under any of the provisions hereof must be in writing. Any such notices or demands from Landlord to Tenant will be deemed to have been duly and sufficiently given if a copy thereof has been personally delivered, mailed by United States certified mail, returned receipt requested, postage prepaid, sent via telecopier, or sent via overnight courier service to Tenant at the address or fax number of the Premises or at such other address or fax number as Tenant may have last furnished in writing to the Landlord for such purpose. Any such notices or demands from Tenant to Landlord will be deemed to have been duly and sufficiently given if delivered to Landlord in the same manner as provided above at the address set forth at the heading of this Lease or at the address last furnished by written notice from the Landlord to Tenant, or if a receipt generated by the sender's telecopier showing that the communication was sent to the appropriate number on a specified date is presented to Landlord. The effective date of such notice or demand will be deemed to be the time when personally delivered, mailed, faxed or sent via overnight courier as herein provided.

SECTION 17

BREACH; INSOLVENCY; RE-ENTRY

17.01 Each of the following shall constitute an Event of Default under this Lease or any extensions or renewals under this Lease: (i) Tenant's failure to pay rent or any other charges payable hereunder when due, if such failure continues for more than seven (7) days after written notice from Landlord; (ii) Tenant's failure to pay rent or any other charges payable hereunder timely more than three (3) times in any twelve (12) month period, notwithstanding that such payments have been made within the applicable cure period; (iii) Tenant's failure to perform any of the non-monetary terms, conditions or covenants of this Lease to be observed or performed by Tenant if such failure continues for more than thirty (30) days after written notice from Landlord unless, with respect to a failure which Tenant is able to cure but which cannot be cured within said thirty (30) day period, within the thirty (30) day period Tenant has begun to pursue performance and continues to diligently

pursue performance of any such term, condition or covenant so as to cure such default within a reasonable time after such notice; (iv) if Tenant is named as the debtor in any bankruptcy proceeding, or similar debtor proceeding, and the bankruptcy proceeding, or similar debtor proceeding, and any such proceeding, if involuntary, is not dismissed or set aside within sixty (60) days from the date thereof; (v) if Tenant makes an assignment for the benefit of creditors or petitions for or enters into an arrangement with creditor; or (vi) if Tenant shall fail to take possession of the Premises on the Commencement Date (or within a reasonable time thereafter), or abandon the Premises, or vacate the Premises for a period of more than thirty (30) consecutive days, or suffer this Lease to be taken under any writ of execution.

17.02 Upon the occurrence of an Event of Default, Landlord shall have the right to terminate the Lease and shall be entitled to possession of the Premises. Landlord may make its election to terminate known to Tenant by delivery of a notice of termination. No agreement to accept a surrender of the Premises and no act or omission by Landlord shall constitute an acceptance of surrender of the Premises unless made in writing and signed by Landlord. No re-entry or taking possession of the Premises by Landlord shall constitute an election by Landlord to terminate this Lease unless written notice of such intention is given to Tenant. Any termination shall be immediately effective and Landlord shall be entitled to forthwith commence an action in summary proceedings to recover possession of the Premises. Tenant waives all notice in connection with such termination, including by way of illustration but not limitation notice of intent to terminate, demand for possession or payment, and notice of re-entry.

17.03 No receipt of money by the Landlord from the Tenant after the termination of this Lease shall reinstate, continue or extend the Term, nor affect or waive any notice given by the Landlord to the Tenant prior to such receipt of money.

17.04 Should Landlord at any time terminate this Lease for any breach, in addition to any other remedies it may have, it may recover from Tenant all damages it may incur by reason of such breach, including without limitation the cost of recovering the Premises, reasonable attorneys' fees, and damages equal to lost rent, all of which amount shall be immediately due and payable from Tenant to Landlord. Additionally, if Landlord has incurred any costs or expenditures to fit the Premises to the needs of Tenant, Tenant agrees to reimburse Landlord such costs and expenditures, including for purposes of illustration but not by way of limitation, expenditures for interior partitions, floor coverings, special paint, plaster or any counter, cabinet, shelving, paneling or other special work done at the request of Tenant and not previously paid for by Tenant, plus the estimated cost to Landlord of restoring the Premises to their original condition as of the Commencement Date except for normal wear and tear.

17.05 Upon the occurrence of an Event of Default, Landlord may, as an alternative to terminating the Lease, serve a written demand for possession or payment of any sums due hereunder. Unless the rent is paid in accordance with the demand for possession or payment or such other Event of Default is cured within the grace period provided in Section 17.01, Landlord shall be entitled to possession of the Premises and Tenant shall have no

further right to possession under the Lease. Tenant shall remain liable to Landlord for the payment of all rent and other charges which Tenant has agreed to pay under the Lease throughout the remainder of its Term. Should Landlord elect to re-enter, as herein provided, it may from time to time, without terminating this Lease, make such alterations and repairs as may be necessary in order to relet the Premises, and relet the Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term of this Lease) and at such rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable, provided that, except as otherwise required by law, Landlord shall not be required to expend any funds to relet the Premises except as Landlord may elect in its sole discretion. Upon each such reletting all rentals and other sums received by Landlord from such reletting shall be applied, first, to the payment of any indebtedness other than rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting, including reasonable brokerage fees and attorneys' fees and of costs of such alterations and repairs; third, to the payment of rent and other charges due from Tenant; and the residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable. If such rentals and other sums received from such reletting during any month are insufficient to pay the rent and other charges due from Tenant, Tenant shall pay such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such entry or taking possession of said Premises by Landlord shall be construed as an election on its part to terminate this Lease. Notwithstanding any such reletting without termination, Landlord may at any time hereafter elect to terminate this Lease for such previous breach.

17.06 The Landlord's rights, remedies and benefits provided by this Lease shall be cumulative, and shall not be exclusive of any other rights, remedies and benefits allowed by law.

17.07 Except as provided in Section 17.06, the parties agree that they shall rely solely upon the terms of this Lease to govern their relationship. They further agree that reliance upon any representation, act or omission outside the terms of this Lease shall be deemed unreasonable, and shall not establish any rights or obligations on the part of either party.

17.08 One or more waivers of any covenant, term, condition or provision of the Lease by either party shall not be construed as a waiver of a subsequent breach of the same covenant, term, condition or provision, and the consent or approval by Landlord to or of any act by Tenant requiring Landlord's consent or approval shall not be deemed a waiver of Landlord's consent or approval to or of any subsequent similar act by Tenant. No breach of a covenant, term, condition or provision of this Lease shall be deemed to have been waived by Landlord, unless such waiver (i) is in writing signed by Landlord, (ii) identifies the breach, and (iii) expressly states that it is a waiver of the identified breach.

17.09 No payment by Tenant or receipt by Landlord of a lesser amount than the monthly rental herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and

Landlord shall accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy.

17.10 Tenant acknowledges and agrees that its obligation to pay rent under this Lease is an independent covenant, and that such obligation to pay rent is not subject to setoff or recoupment in connection with any action or summary proceedings to recover possession of the Premises.

17.11 Landlord and Tenant hereby waive trial by jury in connection with any action for summary proceedings to recover possession of realty. Further, Landlord and Tenant waive trial by jury in connection with any action arising out of or relating to the covenants, terms, conditions or provisions of this Lease, with the exception of actions for personal injury or property damage.

17.12 In the event that either Landlord or Tenant is required to bring an action arising out of the covenants, terms, conditions or provisions of this Lease, or in the event Landlord undertakes an action for summary proceedings to recover possession of realty, the non-prevailing party agrees to pay the prevailing party such reasonable costs and attorneys' fees as the prevailing party may incur in connection with such action.

17.13 Landlord and Tenant hereby represent that in the event an action for summary proceedings to recover possession of realty is commenced, the amount set forth in this Lease shall be deemed reasonable rent for the Premises.

SECTION 18

SURRENDER OF PREMISES ON TERMINATION

18.01 At the expiration (or earlier termination) of the Term hereof, Tenant will surrender the Premises broom clean and in as good condition and repair as they were at the time Tenant took possession, reasonable wear and tear excepted, and promptly upon surrender will deliver all keys for the Premises to Landlord at the place then fixed for the payment of rent. All costs and expenses incurred by Landlord in connection with repairing or restoring the Premises to the condition called for herein, together with the costs, if any, of removing from the Premises any property of Tenant left therein, shall be invoiced to Tenant and shall be payable as additional rental within ten (10) business days after receipt of invoice.

SECTION 19

PERFORMANCE BY LANDLORD OF THE COVENANTS OF TENANT

19.01 If Tenant fails to pay any sum of money, other than rental, required to be paid hereunder or fails to perform any act on its part to be performed hereunder, including, without limitation, the performance of all covenants pertaining to the condition and repair of the Premises pursuant to
Section 10 above, and such failure shall not otherwise be cured

within the time, if any, provided herein, Landlord may (but shall not be required to), and without waiving or releasing Tenant from any of Tenant's obligation, make any such payment or perform any such other act. All sums so paid or incurred by Landlord and all necessary incidental costs, including without limitation the cost of repair, maintenance or restoration of the Premises if so performed by or on behalf of Landlord hereunder, shall be deemed additional rental and, together with interest thereon computed at the rate set forth in Section 5 hereof from the date of payment by Landlord until the date of prepayment by Tenant to Landlord, shall be payable to Landlord within ten (10) business days after receipt of invoice by Tenant. On default in such payment, Landlord shall have the same remedies as on default in payment of rent. The rights and remedies granted to Landlord under this Section 19 shall be in addition to, and not in lieu of all other remedies, if any, available to Landlord under this Lease or otherwise, and nothing herein contained shall be construed to limit such other remedies of Landlord with respect to any matters covered herein.

SECTION 20

SUBORDINATION; ESTOPPEL CERTIFICATES

20.01 This Lease and the rights of Tenant hereunder shall automatically and without further action by Landlord or Tenant be subject and subordinate at all times to the lien of any mortgage or mortgages now or hereinafter placed upon Landlord's interest in the Premises and on the Land and Building of which the Premises are a part or upon any building hereafter placed upon the Land of which the Premises form a part; subject to the agreement of the mortgagee that in the event of foreclosure or the assertion of any other rights under the mortgage, this Lease and the rights of Tenant hereunder shall continue in effect and shall not be terminated or disturbed so long as Tenant continues to perform and is not in default under this Lease. Tenant covenants and agrees to execute and deliver, within five (5) business days after requested by Landlord, such further instrument or instruments subordinating this Lease to the lien of any such mortgage or mortgagees as shall be desired by the Landlord and any mortgagees or proposed mortgagees and if Tenant fails to execute and deliver the same within such five (5) business days period, Tenant hereby irrevocably appoints the Landlord the attorney-in-fact of the Tenant to execute and deliver any such instrument or instruments for and in the name of Tenant. In the event said mortgagee(s) shall not accept any instrument or instruments executed by Landlord pursuant to the power of attorney contained herein, Landlord, at its option, may declare Tenant's failure to execute and deliver said instruments a default in the performance of the Lease and may proceed to enforce any and all remedies accruing to Landlord upon a default by Tenant hereunder.

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

20.03 Tenant, within five (5) business days after request (at any time or times) by Landlord, will execute and deliver to Landlord, an estoppel certificate, in form acceptable to Landlord, certifying: (i) to the Commencement Date and expiration date of the Term; (ii) that this Lease is unmodified and in full force and effect, or is in full force and effect as modified, stating the modification; (iii) that Tenant does not claim that Landlord is in default in any way, or listing any such claimed default and that Tenant does not claim any rights of setoff, or listing such rights of setoff; (iv) to the amount of monthly rent and additional rent due hereunder as of the date of the certificate, the date to which the rent has been paid in advance, and the amount of any security deposit or prepaid rent; (v) Tenant has accepted the Premises and is conducting its business therein (if such is the case); and (vi) such other matters as may be reasonably requested by Landlord. Any such certificate may be relied on by any prospective purchaser, mortgagee or lessor of the Premises or any part thereof.

SECTION 21

QUIET ENJOYMENT

21.01 Landlord agrees that at all times when Tenant is not in default under the provisions and during the Term of this Lease, Tenant's quiet and peaceable enjoyment of the Premises will not be disturbed or interfered with by Landlord or any person claiming by, through, or under Landlord.

SECTION 22

HOLDING OVER

22.01 If Tenant remains in possession of the Premises after the expiration of this Lease without executing a new lease, it will be deemed to be occupying the Premises as a tenant from month to month, subject to all the provisions of this Lease to the extent that they can be applicable to a month-to-month tenancy, except that the rental for each month will be one hundred fifty (150%) percent of the regular monthly installments of rental payable the last month during the term of this Lease. This provision shall not preclude Landlord from recovering immediate possession of the Premises and any and all damages Landlord may incur as a result of Tenant's failure to timely deliver possession of the Premises to Landlord.

SECTION 23

WAIVER OF SUBROGATION

23.01 Landlord and Tenant hereby release each other and their respective agents and employees from any and all liability to each other or anyone claiming through or under them by way of subrogation or otherwise for any loss or damage to property caused by or resulting from risks insured against under fire or other extended coverage casualty insurance carried by the parties hereto and in force at the time of any such loss or damage;

provided, however, that this release shall be applicable only with respect to loss or damage occurring during such time as the releasor's policies of insurance contain a clause or endorsement to the effect that any such release shall not adversely affect or impair such policies or prejudice the right of the releasor to recover thereunder. Landlord and Tenant each agree that they will request their insurance carriers to include in their policies such a clause or endorsement, and will include such clause if available at reasonable cost.

SECTION 24

RIGHT TO SHOW PREMISES

24.01 For a period commencing nine (9) months prior to the termination of the Term of this Lease, or upon an Event of Default under this Lease by Tenant as defined in Section 17.01 herein and for so long as Tenant is in default under the Lease, Landlord may show the Premises and may display about the Premises signs advertising the availability of the Premises.

SECTION 25

SECURITY DEPOSIT

25.01 Deleted.

SECTION 26

INDEMNIFICATION

26.01 Tenant at its expense will defend, indemnify and save Landlord, its licensees, servants, agents, employees and contractors, harmless from any loss, theft, damage, claim of damage, liability or expenses, (including reasonable attorney fees) to or for any person or property, whether based on contract, tort, negligence or otherwise, arising directly or indirectly out of or in connection with the condition of the Premises, the use or misuse thereof by Tenant or any other person, the acts or omissions of Tenant, its licensees, servants, agents, employees or contractors, the failure of Tenant to comply with any provision of this Lease, or any event on or relating to the Premises, whatever the cause; provided, however, that nothing herein shall be construed to require the Tenant to indemnify Landlord against the sole negligence of Landlord, or its employees or agents. Such obligations of Tenant shall survive termination of this Lease.

26.02 Subsequent to the Commencement Date of this Lease, Landlord at its expense will defend, indemnify and save Tenant, its licensees, servants, agents, employees and contractors, harmless from any damage, liability or expenses arising out of or in connection any physical damage done to the Premises by Landlord, its licensees, servants, agents, employees or contractors; provided, however, that nothing herein shall be construed to require the Landlord to indemnify Tenant against the negligence of Tenant, or its

employees, contractors, licensees, servants or agents. Such obligations of Landlord shall survive termination of this Lease.

SECTION 27

DEFINITION OF LANDLORD; LANDLORD'S LIABILITY

27.01 The term "Landlord" as used in this Lease so far as covenants, agreements, stipulations or obligations on the part of the Landlord are concerned is limited to mean and include only the owner or owners of the Premises at the time in question, and in the event of any transfer or transfers of the title to such fee the Landlord herein named (and in the case of any subsequent transfers or conveyances the then grantor) will automatically be freed and relieved from and after the date of such transfer or conveyance of all personal liability for the performance of any covenants or obligations on the part of the Landlord contained in this Lease thereafter to be performed, provided that such transferee agrees to perform Landlord's obligations hereunder.

27.02 If Landlord fails to perform any provision of this Lease upon Landlord's part to be performed, and if as a consequence of such default Tenant recovers a money judgment against Landlord, such judgment may be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Premises and out of rents or other income from the Premises, and neither Landlord nor any shareholder, officer, director or partner thereof shall be personally liable for any deficiency or in any other manner hereunder.

SECTION 28

ENTIRE AGREEMENT

28.01 This Lease and the Exhibits attached hereto and forming a part hereof set forth all of the covenants, agreements, stipulations, promises, conditions and understandings between Landlord and Tenant concerning the Premises, and there are no covenants, agreements, stipulations, promises, conditions or understandings either oral or written, between them other than set forth herein or therein.

SECTION 29

GENERAL

29.01 If, by reason of the occurrence of unavoidable delays due to acts of God, governmental restrictions, strikes, labor disturbances, shortages of materials or supplies or for any other cause or event beyond Landlord's reasonable control, Landlord is unable to furnish or is delayed in furnishing any service required by Landlord under the provisions of this Lease, or Landlord is unable to perform or make or is delayed in performing or making any installations, decorations, repairs, alterations, additions, or improvements, required to be performed or made under this Lease, or is unable to fulfill or is delayed in

fulfilling any of Landlord's other obligations under this Lease, no such inability or delay shall constitute an actual or constructive eviction in whole or in part, or, except as otherwise expressly provided herein, entitle Tenant to any abatement or diminution of rental or other charges due hereunder or otherwise relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise.

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

29.03 Tenant shall not commit or suffer to be committed any waste upon the Premises or allow any act to occur at the Premises which would constitute a nuisance.

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

29.05 Neither party shall record this Lease or any portion thereof. Tenant may prepare and Landlord will execute, a Memorandum of Lease in substantially the form attached hereto as Exhibit C, and Tenant may record same at Tenant's expense.

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

29.07 This Lease can be modified or amended only by a written agreement signed by Landlord and Tenant.

29.08 All provisions of this Lease are and will be binding on the successors and permitted assigns of Landlord and Tenant.

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

29.10 Tenant, and each person executing this Lease on behalf of Tenant, hereby warrant and represent to Landlord that Tenant is validly organized and existing and authorized to do business under the laws of the State of Michigan, that the Tenant has full power and lawful authority to enter into this Lease, and that the execution of this Lease by such individuals is legally binding in accordance with the terms hereof.

29.11 Landlord, and each person executing this Lease on behalf of Landlord, hereby warrant and represent to Tenant that Landlord is validly organized and existing and authorized to do business under the law of the State of Michigan, that Landlord has full power and lawful authority to enter into this Lease, and that the execution of this Lease by such individual is legally binding in accordance with the terms and conditions hereof.

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

29.13 At Landlord's request, but no more frequently than once every twelve (12) months, Tenant shall timely submit to Landlord and Landlord's lender the Tenant's annual financial statements, including balance sheet and profit and loss statements, audit reports, budgets and such information as may reasonably be requested from time to time by Landlord or Landlord's lender; said financial statements shall be prepared by a certified public accountant in accordance with generally accepted accounting principles, consistently applied.

29.14 Tenant shall not take any action to terminate, rescind or void this Lease solely as a result of any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord or any assignee of Landlord.

30.01

Exhibit A   Legal Description

Exhibit B   Landlord's Repairs and Improvements

Exhibit C   Form of Memorandum of Lease

                                       26

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

WITNESSES:                             LANDLORD:
                                       TECHNICAL PROPERTIES, L.L.C.

___________________________             _________________________________
                                       By: ______________________________
                                       Its: _____________________________

                                       TENANT:
                                       ASSET ACCEPTANCE CORP.

___________________________            ___________________________________
                                       By: _______________________________
                                       Its:_______________________________

EXHIBIT A

LEGAL DESCRIPTION

Real property situated in the City of Warren, Macomb County, Michigan described as:

Lots 20 and 21, Denton Industrial Subdivision, according to the plat thereof recorded at Liber 78, page 24 of Plats, Macomb County Records.

Commonly known as: 7177 Miller Road
Tax ID No. 13-04-427-009

MEMORANDUM OF LEASE

THIS MEMORANDUM OF LEASE, dated ______________________, 200__ between TECHNICAL PROPERTIES, L.L.C., a Michigan limited liability company, as lessor ("Landlord"), whose address is 39300 West Twelve Mile Road, Suite 200, Farmington Hills, MI 48331 and ASSET ACCEPTANCE CORPORATION, a Nevada corporation, as lessee ("Tenant"), with a principal business address of 6985 Miller Road, Warren, MI 48092.

WITNESSETH:

In consideration of the rents, covenants and conditions more particularly set forth in a certain unrecorded lease between Landlord and Tenant dated __________________, 200__ ("Lease"), which Lease is incorporated herein by reference, Landlord and Tenant represent as follows:

1. Landlord has leased to Tenant certain premises, consisting of land described in Exhibit A attached hereto and the building and related improvements to be constructed thereon, located in the City of Warren, Macomb County, Michigan.

2. The term of the Lease is to commence on or about February 1, 2002 and continues until August 31, 2004, unless the option to renew the Lease for an additional five (5) year period is validly exercised, in which case the Lease will continue until August 31, 2009.

This Memorandum is intended solely to give notice of the Lease and is not a complete summary of terms and conditions thereof. Provisions in this Memorandum shall not be used in interpreting provisions in the Lease. In the event of conflict between this Memorandum and the Lease, the Lease shall control.

WITNESS:                                    LANDLORD:
                                            TECHNICAL PROPERTIES, L.L.C.
__________________________

                                            ______________________________
___________________________                 By: J. Bennett Donaldson, Jr.
                                            Its: Manager

WITNESS:                                     TENANT:
                                             ASSET ACCEPTANCE CORPORATION

___________________________

                                                 _________________________
__________________________                       By: _____________________
                                                 Its:_____________________

STATE OF MICHIGAN)
                 ) ss
COUNTY OF _______)

The foregoing instrument was acknowledged before me this _____ day of ____________, 200__, by J. Bennett Donaldson, Jr., Manager of Technical Properties, L.L.C., on behalf of the Company.

STATE OF MICHIGAN)
) ss
COUNTY OF _______)

The foregoing instrument was acknowledged before me this _____ day of ___________, 200__, by _______________________ the _________________________ of Asset Acceptance Corporation, on behalf of the Corporation.

Drafted by and When Recorded Return To:
William M. Nance
Heritier Nance & Sheridan, P.C.
5800 Crooks Road, Suite 180
Troy, MI 48098

EXHIBIT B

LANDLORD'S REPAIRS AND IMPROVEMENTS

December 10, 2001

Mr. Daniel Labes
Grubb & Ellis
200 Town Center
Suite 500
Southfield, Michigan 48075

RE: Site Inspection 7177 Miller Drive Warren MI 48092

Dear Dan,

You are in receipt of a request for proposal (''RFP'') from me regarding the above-referenced transaction dated November 21, 2001. The RFP requested a seventy five thousand dollar ($75,000.00) Tenant Improvement Allowance in
Section 10. Your client has requested a list of concerns from my client regarding tenant improvements rather than an allowance. We have had an opportunity to complete our inspection of the building including the HVAC system. Additionally, we are including as an attachment the necessary construction to meet the specific needs of Asset Acceptance Corp.

Our concerns are the following:

1) The integrity of the pipe that runs below the parking lot between the building seems to be in question. Specifically, there is water in the pump, which needs to be cleaned out. Additionally, we were unable to test the entrance of the pipe at 7177 Miller Drive. We are in receipt of an estimate of $8,500 to correct the problem. (Copy attached.)

2) The south rooftop unit was replaced in 1996 and seems to be in good working order with the exception of some dirty filters. However, the north rooftop unit is in excess of sixteen years old and needs considerable work. Please see report from All Suburban Heating and Cooling dated November 28, 2001. (Copy attached.)

3) Approximately 400 2' x 4' florescent light fixtures using 4 bulbs in each fixture. Needs either bulb replacement and or ballasts.

4) Ceiling tiles of approximately 100, need replacement do to either water stain or damaged.

5) At the interior window there appears to be water damage to the drywell area that meets the windowsill. See photo.

6) There are numerous areas to the walls that need drywall repair and painting. Some areas have severe stains and may need a kills applied prior to a finish coat of paint. See photo.

7) The mechanical rooms will need ceiling tiles installed and abandoned wires, equipment removed prior to receiving occupancy certificate. See photo.

8) The exit lights and emergency lights need to be brought to a good working order. Code issues may require some additional emergency lights. See photo.

9) The fire suppression system does not appear to have been maintained with inspections and testing based on the tag at the riser in the mechanical room.

10) The irrigation system does not appear to have been winterized. It does not appear that it was utilized this season. See photo.

11) At the front entrance, off the parking lot, a crack and shifting of the concrete walkway needs attention. This also is the handicap ramp entrance. See photo.

12) There is one two headed light pole at the entrance to the parking lot. We were not able to determine if it was in good working order. This is the only light that would light the front walkway and parking lot at night. The recessed light fixtures at the front entrance will light the immediate doorway however there may be a deficiency coming off the face of the building itself into the parking lot. Also the light fixtures that were on the South and North ends could not be tested.

13) Where the sidewalk meets the brick of the building there is a shift of the concrete. The result is an area about 1" to 2" that allows water to drain. This could be a concern due to our weather change especially a freeze thaw scenario. See photo.

14) All the exterior windows and doorways have lost the integrity of caulk and or seal. See photo.

15) The exterior of the property over all needs a clean up with special attention given to the dumpster enclosure and along the fenced areas. See photo.

16) The brick on the building in numerous areas needs tuck-pointing. See photo.

17) The coping on the building at roof height in areas has lost its integrity and needs to be replaced or repaired.

18) It appears there are 3 catch basins on the property. At least one needs to be vacuumed out. At that point we would recommend all be done.

19) Additionally, because there will be some demolition to the existing conditions, the carpet needs to be replaced throughout. Our building standard is Triad Brittany #7073-05 (26 oz.)

I am confident that the attached list of concerns along with the request for proposal submitted on November 21, 2001 provides you with enough information to draft a proposal to lease. As you are aware, we are prepared to take occupancy as soon as the work is completed with the lease term through August 31, 2004, which is continuous with our existing leases with the two other buildings that we occupy on Miller road. If you have any questions regarding the attached, kindly feel free to contact me at (248) 949-4185.

Sincerely,

SIGNATURE ASSOCIATES, INC.-ONCOR INTERNATIONAL

Salvatore A. Munaco
Associate Broker/Principal

SAM/jjk

Attachments

CC: Mark Redman
Paul Saad

EXHIBIT 10.12

FRANKLIN RIDGE I
STANDARD FORM
INDUSTRIAL GROSS ("BASE YEAR") LEASE AGREEMENT

THIS AGREEMENT OF LEASE, is made as of this 28th day of June, 2000, by NOTTINGHAM VILLAGE, INC., a corporation organized and existing under the laws of Maryland ("Landlord"), and ALEGIS GROUP L.P. and SHERMAN FINANCIAL GROUP, LLC (jointly and severally, collectively "Tenant").

LEASE

IN CONSIDERATION of the Rents hereinafter reserved and the agreements set forth in the General Terms and Conditions, and any and all Schedules, Attachments and Riders hereto, Landlord hereby leases to Tenant and Tenant rents from the Landlord the Premises, located in the Building within the Center, for the Term. Landlord and Tenant do hereby agree as follows.

1. SUMMARY OF LEASE TERMS; DEFINED WORDS AND PHRASES; ATTACHMENTS. The following is a summary of the Terms of this Lease. These terms shall have the following meanings, when used in the foregoing grant and in the following Sections, Subsections, paragraphs and Schedules, and in the attached General Terms and Conditions of Lease, and in all the other Exhibits and Riders attached hereto.

1.1. "BASIC RENT". The annual sum of $252,000.00 payable in equal consecutive monthly installments of $21,000.00, subject to the Basic Rent Adjustment as hereinafter provided.

1.2. "BASIC RENT ADJUSTMENT". Two and one-half percent (2.5%) for each of the second and third Lease Years; Three percent (3.00%) for each Lease Year thereafter.

1.3. "BUILDING". The building situate within the Center, in the White Marsh Business Community, having the address of 9940 Franklin Square Drive, Baltimore, Maryland, 21236, as shown on Exhibit A..

1.4. "CENTER". As of the date of this Lease, that certain office/industrial development owned and to be developed by Landlord within that portion of the White Marsh Business Community containing 19.265 acres, more or less, and shown and designated as Lots 1 through 5 on that plat entitled "Plat of Franklin Ridge" which plat is recorded among the Land Records of Baltimore County, Maryland, containing the Building and all other buildings or other improvements thereon.

1.5. "DEPOSIT". The aggregate of (a) $21,000.00, which amount shall constitute payment by Tenant of the Basic Rent due hereunder for the first full month of the Term, plus (b) $0.00, which shall be held by Landlord and applied as provided in Subsection 5.7 of the General Terms and Conditions.

1.6. "LANDLORD'S NOTICE ADDRESS". Care of Nottingham Management Company, 100 West Pennsylvania Avenue, Towson, Maryland 21204.

1.7. "LANDLORD'S RENTAL PAYMENT ADDRESS". Care of
Nottingham Management Company, 100 West Pennsylvania Avenue, Towson, Maryland 21204.

1.8. "LEASE YEAR". Generally, a period of twelve (12) consecutive full calendar months except that (i) the first Lease Year shall begin on the Commencement Date and it shall end on the last day of the twelfth full calendar month thereafter; (ii) each succeeding Lease Year shall commence upon the anniversary date of the first Lease Year and shall consist of twelve
(12) consecutive full calendar months and (iii) if the Term is not equally divisible into twelve-month segments, then the last Lease Year shall consist of the number of full calendar months, less than twelve, remaining in the Term after accounting for the first Lease Year and all previous twelve-month Lease Years.

1.9. "LEASEHOLD IMPROVEMENTS". Those improvements constructed or to be constructed by Landlord within the Premises for Tenant as shown and described on Exhibit B.

1.10. "LOT". That Lot within the Center containing 3.326 acres, more or less, and shown and designated as Lot 1 on that plat entitled "Plat of Franklin Ridge" which plat is recorded among the Land Records of Baltimore County, Maryland, containing the Building and all other buildings or other improvements thereon.

1.11. "NAMED BROKER". Trammell Crow.

1.12. "PERMITTED USE". The use of the Premises as general office space and as a call center and collection agency.

1.13. "PREMISES". That portion of the Building leased by Tenant from Landlord and shown outlined on Exhibit A, containing the agreed upon equivalent of 16,800 square feet.

1.14. "RENTABLE AREA OF THE LOT; RENTABLE AREA OF THE CENTER". The "Rentable Area of the Lot" is total rentable square footage of the Building constructed on the Lot, which is the agreed-upon area of 33,600 square feet. The "Rentable Area of the Center" is the total rentable square footage of the Building and all other buildings constructed on all other lots comprising the Center from time to time.

1.15. "TENANT'S NOTICE ADDRESS". The term means 9700 Dissonnet, Suite 2000, Houston, Texas 77036, Attn: Robert Roderick, CEO, with a copy to James Thorpe, Esquire, General Counsel, 9700 Dissonnet, Suite 2000, Houston, Texas 77036.

1.16. "TENANT'S PROPORTIONATE SHARE; TENANT'S PROPORTIONATE SHARE OF THE LOT; TENANT'S PROPORTIONATE SHARE OF THE CENTER". "Tenant's Proportionate Share" means either Tenant's Proportionate Share of the Center or Tenant's Proportionate Share of the Lot, as the context indicates, and, generally refers to Tenant's Proportionate Share of the Center except as provided in Section 12 of the General Terms and Conditions to Lease. "Tenant's Proportionate Share of the Lot" means the fraction, expressed as a percentage, the numerator of which is the agreed-upon square footage of the Premises, and the denominator of which is the Rentable Area of the Lot. "Tenant's Proportionate Share of the Center" means the fraction, expressed as a percentage, the numerator of which is the agreed-upon square footage of the Premises, and the denominator of which is the Rentable Area of the Center.

1.17. "TERM". A period of eighty-four (84) calendar months plus the fractional part of a calendar month (if any) commencing on the "Commencement Date", which shall be either (A) the agreed upon date of n/a or, if no date is herein set forth, then (B) on the date established pursuant to
Section 3 of the General Terms and Conditions.

1.18. "CERTAIN DEFINED WORDS AND PHRASES". In addition to the terms above set forth, for purposes of this Lease, The General Terms and Conditions of Lease, and any of the Exhibits, Schedules or Riders attached hereto and made a part hereof and all agreements supplemental to this Lease, the following terms shall have the respective meanings as set forth in the following Section, Subsection and Schedule references found in the General Terms and Conditions:

Additional Rent                                     5.2
Alterations                                      10.4.2
Appropriate Authorities                           7.2.2
Bankruptcy Code                                     8.4
Basic Rent                                          1.1
Basic Rent Adjustment                               1.2
Building                                            1.3
Casualty                                           16.1
Center                                              1.4
Commencement Date                                  1.17
Common Area Maintenance Expenses                   11.4
Common Areas                                       11.1
Default Rate                                        5.4
Deposit                                             1.5
Leasehold Improvements                              1.9
Legal Requirements                               10.4.8
Lot                                                1.10
Named Broker                                       1.11
Operating Year                                   11.3.1
Permitted Use                                      1.12
Preliminary Plans and Specifications                4.1
Premises                                           1.13
Rent                                                5.5
Rentable Area                                      1.14
Substantial completion                                3
Successor Landlord                                   21
Superior Mortgage                                    21
Superior Mortgagee                                   21

Environmental Laws                                7.2.2
Event of Default                                   23.1
Expense Statement                                11.3.2
Final Plans and Specifications                      4.1
Hazardous Materials                               7.2.2
Insurance Costs                                    15.6
Landlord                                             28
Landlord's Notice Address                           1.6
Landlord's Rental Payment Address                   1.7
Lease Year                                          1.8
Superior Lease                                       21
Superior Lessor                                      21
Tax Year                                           12.1
Taxes                                              12.1
Tenant                                               29
Tenant Notice Address                              1.15
Tenant's Proportionate Share                       1.16
Term                                               1.17
Transfer                                            8.1
Transferee                                          8.1

2. ATTACHMENTS. The following documents are attached hereto, and such documents, as well as all drawings and documents prepared pursuant thereto, shall be deemed to be a part hereof:

Exhibit A - Site Plan of Center and Location of Premises

Exhibit B - Preliminary Plans and/or Specifications for Leasehold Improvements

Exhibit C - Rules and Regulations

3. GENERAL TERMS AND CONDITIONS. The General Terms and Conditions to Lease, numbered as Sections 1 through 41, attached hereto, are an integral part of this Lease and are incorporated herein by reference.

4. RIDER. A Rider consisting of 20 page(s), with Sections numbered consecutively 1 through 35 is an integral part of this Lease and is attached hereto and incorporated herein by reference.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Lease, or have caused the same to be executed on their respective behalves by their duly authorized representatives, the date and year first above written.

WITNESS:                                  LANDLORD:

                                          NOTTINGHAM VILLAGE, INC., a Maryland
                                          corporation

____________________________________      By: ___________________________ (SEAL)
                                                P. Douglas Dollenberg, President
                                                and Chief Executive Officer

WITNESS OR ATTEST:                        TENANT:

                                          ALEGIS GROUP L.P.

____________________________________      By: ___________________________ (SEAL)

                                          SHERMAN FINANCIAL GROUP, LLC

____________________________________      By: ___________________________ (SEAL)

ACKNOWLEDGEMENT

STATE OF _________________________, COUNTY OF _______________________, to wit:

I HEREBY CERTIFY that on this day of June, 2000, before me, the subscriber a Notary Public of the said State, personally appeared and such person, as such officer, being duly authorized so to do, did execute the foregoing instrument on behalf of said entity, and such person made acknowledgement that such execution was for and on behalf of, and was the authorized act of, such entity.

WITNESS my hand and Notarial Seal.

STATE OF _________________________, COUNTY OF _______________________, TO WIT:

I HEREBY CERTIFY that on this day of June, 2000 before me, the undersigned authority, personally appeared , and such person made acknowledgement to be the duly authorized officer of SHERMAN FINANCIAL GROUP, LLC, the within named Guarantor, and that such person, as such officer or official, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Guarantor as such officer or official.

WITNESS my hand and official seal.

FRANKLIN RIDGE I

STANDARD FORM
INDUSTRIAL GROSS ("BASE YEAR") LEASE AGREEMENT
EXHIBIT A
SITE PLAN OF CENTER AND LOCATION OF PREMISES

FRANKLIN RIDGE I
STANDARD FORM
INDUSTRIAL GROSS ("BASE YEAR") LEASE AGREEMENT
EXHIBIT B
PRELIMINARY PLANS AND/OR SPECIFICATIONS FOR LEASEHOLD IMPROVEMENTS

FRANKLIN RIDGE I
STANDARD FORM
INDUSTRIAL GROSS ("BASE YEAR") LEASE AGREEMENT
EXHIBIT C
RULES & REGULATIONS

1. Tenant shall not obstruct in any way the sidewalks or parking areas in the front, side, or rear of the Building nor do anything directly or indirectly that will limit any of the ingress or egress or of the light of any other tenant or of Landlord.

2. Tenant shall not attach awnings, antennas, pipes, wiring or other projections to the roof or outside walls of the Building. No curtains, blinds, shades, or screens shall be attached to, or hung in, or used in connection with any window or door of the Premises without the prior written consent of Landlord.

3. No additional lock or locks shall be placed by Tenant on any door in the Building without prior written consent of Landlord. All keys to doors shall be returned to Landlord at the termination of the tenancy. At Tenant's request, locks may be changed by Landlord and cost of the change shall be charged to and paid for by Tenant, and Tenant agrees to pay the same promptly upon demand.

4. Tenant shall be responsible for storage of Tenant's trash or refuse in proper receptacles and for removal of the same from the Premises and the Center at Tenant's cost and expense. Dumpsters or other trash containers shall not be allowed on the outside of the Building without Landlord's prior written consent. If such consent be given by Landlord, the type, size, and location of such containers shall be only as approved by Landlord and shall be maintained by Tenant in a clean sanitary manner, and in good repair at all times.

5. Tenant shall not burn any trash or garbage of any kind in or about the Premises.

6. Tenant shall not commit any waste upon the Premises or create a nuisance nor cause or permit objectionable odors to emanate or be dispelled from the Premises.

7. No loudspeakers, radios, or other devices shall be used in a manner so as to be heard outside of the Premises.

8. Tenant shall not locate or store equipment or other personal property outside the confines of the Premises without Landlord's express written consent.

9. Under no circumstances shall all or any portion of the Premises be used at any time, however temporarily, as a dormitory or otherwise for residential purposes.

10. The maintenance of dogs, cats, domesticated animals or any other type of pet or animal of any kind on or about the Premises, however temporarily, is strictly forbidden.

11. Tenant, its officers, employees, agents, contractors and invitees shall park their vehicles only in those portions of the parking area marked for such purpose by Landlord. Any vehicle parked in any other location on the Center or within public road rights-of-way may be towed without notice at the expense of the tenant responsible therefor.

12. Any breach by Tenant of any of the foregoing Rules and Regulations, or any other rules or regulations contained in the Lease or hereafter promulgated by Landlord pursuant to its reserved powers contained in the Lease, if not remediated by Tenant within five (5) days following written notice by Landlord, will result in the imposition of a penalty for breach in the amount of Twenty-Five Dollars ($25.00) for each day of infraction, accounting from the date of Landlord's notice until remediation of the breach. The penalties imposed by this section shall be in addition to all other rights and remedies inuring to Landlord under the Lease in case of Tenant's breach, specifically including the right of self-help as therein set forth.

FRANKLIN RIDGE I
GENERAL TERMS AND CONDITIONS TO
STANDARD FORM
INDUSTRIAL GROSS ("BASE YEAR") LEASE AGREEMENT

1. GENERAL TERMS AND CONDITIONS TO LEASE. These are the General Terms and Conditions to Agreement of Lease, numbered as Sections 1 through 41, and are attached to that FRANKLIN RIDGE I Standard Form Industrial Gross ("Base Year") Lease Agreement between NOTTINGHAM VILLAGE, INC., as Landlord, and the Tenant named therein.

2. LEASE OF PREMISES. Landlord has leased the Premises, located in the Building within the Center, to the Tenant and Tenant has rented and accepted the same from the Landlord, subject to these General Terms and Conditions.

3. TERM. The Term of this Lease shall commence upon the Commencement Date if specified in Section 1 of the Lease, but if no date is specified there, then upon the earlier to occur of (i) the date, following substantial completion of the Leasehold Improvements, on which Landlord tenders to Tenant the keys to the Premises or other indicia of possession with respect thereto, indicating that Tenant may enter into possession of the Premises for the Term, or otherwise tenders delivery of the Premises to Tenant, in writing
(ii) one (1) year following the date of the Lease, and terminating (unless sooner terminated pursuant to the provisions of this Lease) on the last day of the last calendar month of the Term. The Commencement Date shall be conclusively confirmed by Landlord to Tenant in writing; and, at the request of either of them, the parties shall also enter into a supplementary agreement or certificate, acknowledging that Tenant has accepted possession and setting forth the Commencement Date and the date of termination of the Term. "Substantial completion" means that the Leasehold Improvements to be performed by Landlord as required by Subsection 4.1 have been substantially completed, except for so-called punch list items, and that they are ready for Tenant to commence the installation of its trade fixtures, equipment and inventory, and so certified to by the Landlord or its representative. Beginning with the execution of this Lease, but prior to the Commencement Date, Tenant shall be subject to all of the terms and provisions of this Lease excepting only those requiring the payment of Rent and the conduct of business.

4. CONSTRUCTION OF PREMISES.

4.1. COMPLETION OF LEASEHOLD IMPROVEMENTS. Landlord shall, at its cost and expense, construct the Leasehold Improvements within the Premises for Tenant's use and occupancy in accordance with plans and specifications prepared by Landlord or Landlord's architect or in accordance with plans and specifications to be provided by Tenant, in the following manner. Within ten (10) days from the date of the execution of this Agreement, Tenant shall provide Landlord with Final Plans and Specifications (the "Final Plans and Specifications") prepared by a professional designer, interior designer, or architect, approved by Landlord in advance, for the layout of the Premises, including the dimensioned location of all partitions, interior doors, lighting fixtures, lightpole switches, electrical outlets, telephone receptacles or systems, together with the specifications therefor and any other improvements Tenant desires to be made to the Premises prior to the commencement of the Term of this Lease. If Tenant fails to submit the Final Plans and Specifications within ten (10) days after the execution of this Lease, then Tenant shall be assessed a penalty equivalent to one-thirtieth (1/30th) of the monthly installment of Basic Rent as set forth under Lease Section 1 for each day late. Upon completion, the Final Plans and Specifications shall be submitted to Landlord for its review and approval. The Final Plans and Specifications shall be substantially in the form of the Preliminary Plans and Specifications (the "Preliminary Plans and Specifications") attached hereto as or referenced on Exhibit B. [SEE RIDER]

4.2. ADJUSTMENT TO BASIC RENT. The parties acknowledge and agree that the Basic Rent set forth in Lease Section 1.1 incorporates the parties' best estimate, based upon the Preliminary Plans and Specifications and as of the date of this Lease, of the cost of completion of the Leasehold Improvements, and that such estimate may differ from the actual cost calculated with reference to the Final Plans and Specifications or due to changes made during construction of the Leasehold Improvements. If the actual cost of constructing the Leasehold Improvements exceeds such estimate then Landlord shall have the right: (i) to require Tenant to pay any increase in the actual cost of Leasehold Improvements over the parties' original estimate in one or more installments on or before the

Commencement Date, or (ii) to adjust the Basic Rent to reflect its recalculation of the cost to complete the Leasehold Improvements based upon the Final Plans and Specifications and/or due to such changes. Landlord shall notify Tenant of any such cost or adjustment in the Basic Rent when Landlord notifies Tenant of Landlord's approval of the Final Plans and Specifications or when changes to the Leasehold Improvements are requested. Tenant shall have five (5) days (not counting any intervening Saturday or Sunday) to approve or disapprove such cost or Landlord's adjustment to Basic Rent, if any, and shall be deemed to have accepted and approved the cost or adjustment to Basic Rent, if any, unless Tenant shall have notified Landlord to the contrary, in writing, in accordance with Section 26 of this Lease, within such five (5) day period. If Tenant fails to accept Landlord's adjustment to Basic Rent due to changes made during preparation of the Final Plans and Specifications within such five (5) day period then Landlord shall, at its sole option and discretion, have the right to declare this Agreement null and void and of no further force and effect. If Tenant fails to accept the Landlord's adjustment to Basic Rent due to changes made during construction within such five (5) day period, then Landlord shall not be obligated to construct such change. If, however, Tenant accepts the increased cost or adjustment to Basic Rent, if any, whether by express notice of acceptance given within such five (5) day period or by failure to reject the same within such five (5) day period, then Tenant agrees to execute and acknowledge such instruments confirming such acceptance as Landlord may from time to time require. Upon Tenant's acceptance of the increased cost or adjustment to Basic Rent, if any, in the manner herein described, Landlord shall construct or cause to be constructed all of the Leasehold Improvements required by the Final Plans and Specifications. Upon taking possession and occupying the Premises, Tenant shall thereby be deemed to have accepted the same, with the exception of those items contained in an agreed-upon punchlist and to have acknowledged that the Premises are in the condition called for hereunder and under the Final Plans and Specifications. Under no circumstances shall Landlord be liable to Tenant for damages for any delay in commencing or completing construction of the Premises or for a total failure to complete or deliver the same. Landlord shall have a reasonable time to correct all punchlist items. [SEE RIDER]

4.3. DELAY IN DELIVERY OF PREMISES. If the Premises are not ready for Tenant's occupancy within six (6) months following the date of this Lease because of the holding over or retention of possession by any tenant, subtenant or occupant, or because of the fact that a temporary or permanent certificate of occupancy has not been procured, or because the Premises are not ready for occupancy for any other reason, Tenant may terminate this Lease by written notice if Tenant is not responsible for the delay, and provided, however, that such six (6) month period may at Landlord's sole option be extended by any period, not to exceed one (1) year from the date of this Lease for delays due to an occurrence of any of the events of force majeure described in Section 38. If the Premises are not ready for Tenant's occupancy within one
(1) year following the date of this Lease, this Lease shall terminate, Landlord shall return any Deposit previously delivered by Tenant, and all rights and obligations of the parties shall terminate, and Landlord shall not be subject to any liability therefor. Termination under this Section shall be Tenant's sole remedy and Tenant shall have no other rights or claims hereunder at law or in equity except that Landlord shall return to Tenant promptly after any termination any Deposit previously tendered to Landlord.

4.4. ACCEPTANCE OF PREMISES. By its acceptance of keys to the Premises, or by opening for business or otherwise occupying the Premises, Tenant shall be deemed to have accepted the Premises, to have acknowledged that they are in the condition called for hereunder and to have agreed that the obligations of Landlord imposed for the delivery of the Premises have been fully performed, subject to the completion of so-called "punch-list" items agreed to in writing by the parties as of the Commencement Date.

5. RENT. Tenant covenants and agrees to pay to Landlord during the Term, as Rent for the Premises, the aggregate of all Basic Rent and Additional Rent due hereunder, as follows.

5.1. BASIC RENT. The Basic Rent shall be payable in equal Monthly Installments of Basic Rent in advance on the first day of each full calendar month during the Term, without any deduction or setoff whatsoever, and without demand. The first monthly payment shall include any prorated Basic Rent for the period from the date of the commencement of the Term to the first day of the next full calendar month.

5.2. BASIC RENT ADJUSTMENT. Commencing with the second Lease Year and continuing each Lease Year thereafter for the remainder of the Term, the Basic Rent shall be increased by an amount equal to the product of the Basic Rent Adjustment multiplied by the Basic Rent paid by Tenant during the Lease Year preceding each annual increase. The annual increase to Basic Rent shall apply during the original Term and any extended or renewal term of this Lease unless otherwise expressly provided in any Rider, addendum or amendment to this Lease.

5.3. ADDITIONAL RENT. Tenant's liability for Tenant's Proportionate Share of the expenses described in Subsections 11.3, 12.1 and 15.6 hereof, and together with each and every other charge, cost, fee or expense due and payable from Tenant as set forth in this Lease (other than Basic Rent), shall be deemed Additional Rent ("Additional Rent") and shall be payable as provided in such Sections or Subsections or otherwise as provided in this Lease.

5.4. LATE CHARGE FOR FAILURE TO PAY RENT AND ADDITIONAL RENT. All sums payable as Basic Rent or Additional Rent shall be paid by Tenant to Landlord's Rental Payment Address, or at such other address as Landlord may from time to time designate by Notice given to Tenant care of Tenant's Notice Address. If any check tendered by Tenant in payment of Rent is dishonored upon presentment for payment, then Landlord, in addition to all other rights and remedies contained in this Lease, may assess a dishonor charge of Fifty Dollars ($50.00); and Landlord shall thereafter have the right to insist that all of Tenant's further payments be made by certified check. If Tenant fails to pay any Basic Rent or any Additional Rent within ten (10) days of the time it is due and payable (including deemed failure to pay due to dishonor of Tenant's check upon presentation for payment), then Landlord, in addition to all other rights and remedies contained in this Lease, may assess a one-time late charge against Tenant in the amount of Five Hundred Dollars ($500.00). Additionally, if Tenant fails to pay any Basic Rent or any Additional Rent when due and payable, then such unpaid amounts shall bear interest from the due date thereof to the date of payment at a rate of eighteen percent (18%) per annum (the "Default Rate"). This late charge is not a penalty; it has been agreed to by Landlord and Tenant as necessary to compensate Landlord for the Landlord's additional costs incurred in connection with late payment of Rent. Tenant shall further be responsible for the payment of any legal expense and management fees incurred by Landlord in collecting any delinquent Rent due hereunder.

5.5. ALL CHARGES CONSTITUTE RENT. Notwithstanding anything in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated as Basic Rent or Additional Rent, and including any and all advances, charges, costs or fees incurred by Landlord in collecting any sums due from Tenant hereunder, or otherwise in preserving the rights of Landlord hereunder or in enforcing the rights and obligations of Landlord and Tenant hereunder, (and specifically including legal expenses and management fees incurred by Landlord hereunder) shall constitute and shall be referred to as "Rent" for the purposes of this Lease as well as Section 502(b)(6) of the Bankruptcy Code, 11 U.S.C.Section 502(b)(6).

5.6. ADJUSTMENT OF PROPORTIONATE SHARE. If Landlord, in Landlord's sole discretion, elects to construct one or more additional buildings within the Center, so as to permanently increase the Rentable Area of the Center, or to remove all or part of any building from the Center, so as to permanently reduce the Rentable Area of the Center, then Landlord shall adjust Tenant's Proportionate Share. The adjustment shall be made by adding to the Rentable Area the rentable area of any additional building upon substantial completion thereof, or by subtracting from the Rentable Area the leasable floor area of all or any part of any building permanently removed from the Center, and by dividing the rentable area of the Premises by the total Rentable Area as recalculated. Appropriate proration shall be made for any partial period of a Lease Year resulting from such adjustment.

5.7. DEPOSIT. Landlord hereby acknowledges receipt from Tenant of the Deposit. In no instance shall the amount of such Deposit be considered a measure of liquidated damages. Landlord may apply all or any part of the Deposit in total or partial satisfaction of any default by Tenant. The application of all or any part of the Deposit to any obligation or default of Tenant under this Lease shall not deprive Landlord of any other rights or remedies Landlord may have, nor shall such application by Landlord constitute a waiver by Landlord. If all or any part of the Deposit is applied to an obligation of Tenant under this Agreement then Landlord shall have the right to call upon Tenant to restore the Deposit to its original amount in cash by giving notice to Tenant, in which case Tenant shall immediately restore the Deposit. The Deposit shall be held by Landlord without liability for interest; Landlord shall be entitled to the full use of the Deposit and shall not be required to keep it in a segregated account or escrow. It is understood and agreed that should Landlord convey its interest under this Lease, the Deposit may be turned over by Landlord to Landlord's grantee or transferee, and upon any such delivery of the Deposit Tenant hereby releases Landlord herein named of any and all liability with respect to the Deposit, its application and return, and Tenant agrees to look solely to such grantee or transferee. This provision shall also apply to subsequent grantees and transferees. Landlord will return the balance of the Deposit not previously applied as provided herein, within thirty (30) days after expiration of the Term.

6. PERMITTED USE. The Premises shall be used and occupied for the Permitted Use in accordance with applicable zoning regulations and for no other use or purpose. Tenant shall not commit or suffer to be committed any waste upon the Premises or any nuisance or other act or thing which may disturb the quiet enjoyment of any other tenant in the Building, or in the Center, or which may disturb the quiet enjoyment of any person outside the Building or in the Center in contravention of such person's legal rights, or which will subject Landlord to any liability for injury to persons or damages to property. Furthermore, except as specifically and expressly described within the definition of the Permitted Use, no use of the Premises shall be made or be permitted to be made that shall result in any use of the Premises deemed by Landlord to be improper, unlawful or objectionable, specifically including the sale, storage or preparation of food, alcoholic beverages or materials generating an odor on the Premises, or any other use generating noises or vibrations that may disturb the Landlord or other Tenants of the Center. Nor shall the Premises be used or be permitted to be used in any way which may violate any certificate of occupancy or other governmental requirements or any covenants or restrictions of record and applicable to the Center.

7. COMPLIANCE WITH LAW.

7.1. COMPLIANCE WITH RULES, ORDINANCES, ETC. Tenant shall, throughout the Term, at Tenant's sole cost and expense, promptly comply with the provisions of: (i) all laws, ordinances, notices, orders, rules, regulations and requirements of any and all federal, state or municipal governments, and of the appropriate departments, commissions, boards and officers thereof, including but not limited to The Americans with Disabilities Act, 42 U.S.C. Section 12101, et. seq., and the ADA Disability Guidelines promulgated with respect thereto; (ii) all Environmental Laws; (iii) all zoning and other land use matters and utility availability regulations or directives; (iv) any direction of any public officer or officers, pursuant to law, which shall impose any duty upon Landlord or Tenant with respect to the use or occupation of the Premises; and (v) all notices, orders, rules and regulations of the National Board of Fire Underwriters, or any other body now or hereafter constituted and exercising similar functions, relating to all or any part of the Premises, regardless of when they became effective. Tenant shall likewise observe and comply with the requirements imposed by any and all policies of public liability, fire and other insurance at any time in force with respect to the Premises or with respect to the Building, any other improvements upon the Premises, and/or equipment therein. Tenant shall comply with the National Fire Code which prohibits smoking in storage areas containing combustible products and shall install, at its expense, "No Smoking" signs in those areas of the Premises. Tenant shall also install fire extinguishers throughout the Premises and shall inspect such extinguishers at least once a year and refill and maintain such extinguishers as often as necessary. Tenant shall also maintain all exit and emergency directional signs within the Premises. Tenant shall also comply with Landlord's rules and regulations attached to the Lease as Exhibit C (the "Rules and Regulations").

7.2. HAZARDOUS MATERIAL.

7.2.1. TENANT'S AGREEMENTS. Tenant warrants and agrees that Tenant shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Premises by Tenant, its agents, employees, contractors or invitees, without the prior written consent of Landlord (which Landlord shall not unreasonably withhold as long as Tenant demonstrates to Landlord's reasonable satisfaction that such Hazardous Material is necessary or useful to Tenant's business and will be used, kept and stored in a manner that complies with all Environmental Laws regulating any such Hazardous Material so brought upon or used or kept in or about the Premises). If Tenant breaches the obligations stated in the preceding sentence, or if the presence of Hazardous Material on the Premises caused or permitted by Tenant results in contamination of the Premises, the Building or the Center generally or if contamination of the Premises, the Building or the Center by Hazardous Material otherwise occurs for which Tenant is legally liable to Landlord for damage resulting therefrom, then Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgements, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution in value of the Premises, the Building and the Center generally, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Building or the Center generally, damages arising from any adverse impact on marketing of space in the Building, and sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees) which arise during or after the Term as a result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any Appropriate Authority because of Hazardous Material present in the soil or ground water on or under the Premises or the Center generally. Without limiting the foregoing, if the presence of any Hazardous Material on the Premises caused or permitted by Tenant results in any contamination of the Premises or the Center generally, Tenant shall promptly take

all actions at its sole expense as are necessary to return the Premises to the condition existing prior to the introduction of any such Hazardous Material to the Premises; provided that Landlord's approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises or the Center generally. It shall not be unreasonable for Landlord to withhold its consent to any proposed Transfer otherwise permitted pursuant to Section 8 of the Lease if (i) the proposed Transferee's anticipated use of the Premises involves the generation, storage, use, treatment or disposal of Hazardous Material; (ii) the proposed Transferee has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such Transferee's actions or use of the property in question; or
(iii) the proposed Transferee is subject to an enforcement order issued by any Appropriate Authority in connection with the use, disposal or storage of a Hazardous Material.

7.2.2. DEFINITIONS. As used herein, the following terms have the meanings ascribed: (i) "Appropriate Authorities" means all federal, state or County Governments, or the departments, commissions, boards and officers thereof having jurisdiction over the administration and enforcement of Environmental Laws, and such public or other officials as are required to approve particular permits, licenses, consents, waivers or other approvals needed in connection with the use, storage or disposal of Hazardous Materials;
(ii) "Environmental Laws" means the Clean Air Act, the Resource Conservation Recovery Act of 1976, the Hazardous Material Transportation Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Consumer Product Safety Act, the Clean Water Act, the Federal Water Pollution Control Act, the National Environmental Policy Act, Md. Nat. Res. Code Ann., Title 8, and Md. Env. Code Ann., Title 7, as each of the foregoing shall be amended from time to time, and any similar or successor laws, federal, state or local, or any rules or regulations promulgated thereunder; and (iii) "Hazardous Materials" means and includes asbestos; "oil, petroleum products and their by-products"; "hazardous substances"; "hazardous wastes" or "toxic substances", as those terms are used in Environmental Laws; or any substances or materials listed as hazardous or toxic in the United States Department of Transportation Table, or by the Environmental Protection Agency or any successor agency under any Environmental Laws.

7.2.3. ANNUAL DISCLOSURE. At the commencement of this Lease, and on January first in each Lease Year of the Term, and on January first next following the termination of the Term, Tenant shall disclose to Landlord the names and amounts of all Hazardous Materials, or any combination thereof, which were stored, used, or disposed of on the Premises, or which Tenant intends to store, use, or dispose of on the Premises.

7.2.4. RIGHT OF INSPECTION. Landlord and Landlord's Agents shall have the right, but not the obligation, to make regular annual inspections, investigations, sampling or monitoring of the Premises and Tenant's operations therein to determine whether Tenant is complying with the terms of this Section. All sums reasonably disbursed, deposited or incurred by Landlord in connection therewith shall be due and payable by Tenant to Landlord, as Additional Rent, on demand by Landlord, together with interest thereon at the maximum rate allowed by law from the date of such demand until paid by Tenant.

8. ASSIGNMENT AND SUBLETTING.

8.1. TRANSFER. Tenant agrees for itself and its permitted successors and assigns in interest hereunder that it will not (i) assign or otherwise transfer, mortgage or otherwise encumber this Lease or any of its rights hereunder; (ii) sublet the Premises or any part thereof or permit the occupancy or use of the Premises or any part thereof by any person other than Tenant; or (iii) permit the assignment or other transfer of this Lease or any of Tenant's rights hereunder by operation of law, including any levy or sale in execution of a judgment or any assignment or sale in bankruptcy, or insolvency, or the appointment of a receiver or trustee by any state or federal court, without the prior written consent of Landlord in each instance first obtained, which consent may be given or withheld by Landlord in the sole and unfettered exercise of its discretion. Each of the events referred to in the foregoing clauses (i), (ii) and (iii) are hereinafter referred to as a "Transfer"; and any transferee, assignee, mortgagee, sublessee or occupant with respect thereto is hereinafter referred to as a "Transferee". Any consent given to any one Transfer shall not constitute a consent to any subsequent Transfer. Any attempted Transfer without Landlord's consent shall be null and void and shall not confer any rights upon any purported Transferee. No Transfer, regardless of whether Landlord's

consent has been granted or withheld, shall be deemed to release Tenant from any of its obligations hereunder or to alter, impair or release the obligations of any person guaranteeing the obligations of Tenant hereunder. [SEE RIDER]

8.2. CORPORATE, PARTNERSHIP TRANSFERS. If Tenant is a corporation and if at any time during the Term of this Lease any part or all of the corporate shares of Tenant, or of a parent corporation of which the Tenant is a direct or indirect subsidiary, shall be transferred by sale, assignment, bequest, inheritance, operation of law, or other disposition so as to result in a change in the present effective voting control of Tenant or of such parent corporation by the person or persons owning or controlling a majority of the shares of Tenant or of such parent corporation on the date of this Lease then Tenant shall promptly notify Landlord in writing of such change, and such change in voting control shall constitute an Transfer of this Lease for all purposes of this Section; provided, however, that this provision shall not apply if, as of the Commencement Date, over fifty percent (50%) of the voting power of the Tenant corporation or of such parent corporation is held by fifty (50) or more unrelated shareholders or distributed to such number of unrelated shareholders in a public distribution of securities. If Tenant is a partnership, limited liability company or other legal entity and if at any time during the Term of this Lease any person or entity, which at the Commencement Date, owns a general partner's, manager's or controlling member's interest, ceases to own such general partner's, manager's or controlling member's interest, then such cessation of ownership shall constitute an Transfer of this Lease for all purposes of this Section, and Tenant shall promptly notify Landlord in writing of such change. [SEE RIDER]

8.3. REQUEST FOR TRANSFER. If Tenant desires to Transfer this Lease in whole or in part, Tenant shall submit to Landlord (i) in writing, the name and address of the proposed Transferee, a reasonably detailed statement of the proposed Transferee's business and reasonably detailed financial references and information concerning the financial condition of the proposed Transferee; (ii) a fully executed copy of the proposed Transfer document, the effective date of which shall be at least thirty (30) days after the date on which Tenant shall have furnished Landlord with all of the information required pursuant to (i) above and which shall be conditioned on Landlord's consent thereto; and (iii) an agreement in form and substance satisfactory to Landlord by Tenant to indemnify Landlord against liability resulting from any claim made against Landlord by the proposed Transferee or by any broker claiming a commission in connection with the proposed Transfer. Tenant's notice and request for Landlord's consent to Transfer shall also be deemed to constitute Tenant's offer to reconvey to Landlord, as of the proposed effective date of the Transfer, that portion of the Premises which is the subject of the proposed Transfer, which offer shall contain an undertaking by Tenant to accept, as full and adequate consideration for the reconveyance, Landlord's release of Tenant from all future Rent and other obligations under this Lease with respect to the Premises or the portion thereof so reconveyed. Landlord, in the sole and unfettered exercise of its discretion, shall accept or reject the offered reconveyance within thirty (30) days of the offer, and, if Landlord accepts, the reconveyance shall be evidenced by an agreement in form and substance acceptable to Landlord. If Landlord fails to accept or reject the offer within the thirty
(30) day period then Landlord shall be deemed to have rejected the offer of reconveyance, but no such rejection shall be deemed to be a consent to the requested Transfer. [SEE RIDER]

8.4. ASSIGNMENT IN INSOLVENCY OR BANKRUPTCY. Notwithstanding any of the other provisions of this Lease, if a voluntary or involuntary petition in Bankruptcy shall be entered with respect to Tenant pursuant to the provisions of the Federal Bankruptcy Code, so that this Lease and the Tenant's interest therein shall voluntarily or involuntarily come under the jurisdiction of the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq. (the "Bankruptcy Code") and thereafter Tenant or its trustee in bankruptcy, under the authority of and pursuant to applicable provisions thereof, shall determine to engage in a Transfer, then Tenant agrees that, in addition to complying with the other provisions of this Section, (i) Tenant or its trustee will provide to Landlord sufficient information enabling it to independently determine whether Landlord will incur actual and substantial detriment by reason of such Transfer and (ii) "adequate assurance of future performance" under this Lease, as that term is generally defined under the Bankruptcy Code, will be provided to Landlord by Tenant and its Transferee as a condition of such Transfer. If this Lease is Transferred pursuant to the provisions of the Bankruptcy Code, then any and all monies or other considerations payable or otherwise to be delivered in connection with such Transfer shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. All monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord.

8.5. EXCESS RENT. In the case of any Transfer made without Landlord's prior written consent Landlord may nevertheless collect Rent (including Additional Rent) from the Transferee and apply the net amount

collected to the Rents herein reserved. The acceptance by Landlord of the payment of Rent following any Transfer not expressly consented to by Landlord pursuant to this Section shall not be deemed to be a consent by Landlord to such Transfer nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder, nor constitute a release of Tenant or any guarantor of Tenant's obligations from the further performance by Tenant and such guarantor of the terms and provisions of this Lease and any such guaranty. Furthermore, under any and all circumstances, in the case of any Transfer, Tenant shall pay to Landlord monthly, as Additional Rent, the excess of the consideration received or to be received during such month for such Transfer (whether or not denoted as rent) over the Rent reserved for such month in this Lease applicable to such portion of the Premises so Transferred. In the case of any approved Transfer Tenant shall nevertheless remain fully liable for the full performance of all obligations under this Lease to be performed by Tenant, and Tenant shall not be released therefrom in any manner.

8.6. TRANSFER INSTRUMENT. No Transfer consented to by Landlord shall be valid unless Tenant shall deliver to Landlord, within ten (10) days after Landlord's written consent has been received, a duplicate original instrument of Transfer duly executed by Tenant and the Transferee. Such instrument shall provide that (i) the Transferee shall take subject to this Lease, (ii) the Transferee shall also fulfill all obligations of Tenant under this Lease as they pertain to the portion of the Premises set forth in the Transfer, and (iii) with respect to such portion of the Premises the Transferee shall be deemed to be Tenant under this lease.

8.7. LANDLORD'S COSTS.Tenant's request for consent to Transfer shall be accompanied by Tenant's payment to Landlord of a Transfer review fee in the amount of Five Hundred Dollars ($500.00), which is imposed in order to reimburse Landlord for all of its internal costs and expenses incurred with respect to Landlord's review of the request for the Transfer, including, without limitation, costs incurred in connection with the review of financial materials, meetings with representatives of Transferor and/or Transferee and preparation, review, approval and execution of the required Transfer documentation. Tenant further agrees to pay Landlord, as Additional Rent, all costs incurred by Landlord in connection with any actual or proposed Transfer, including, without limitation, the costs of making investigations as to the acceptability of a proposed Transferee and legal costs actually incurred by Landlord in connection with any requested consent to Transfer. Tenant acknowledges and agrees that the costs and expenses imposed and agreed to be paid by Tenant under this Subsection are agreed to be paid in consideration of the Landlord's processing of the Tenant's request for Transfer, and that they are not intended as consideration for the consent to Transfer. Payment of such fees and costs shall under no circumstances obligate the Landlord to consent to any requested Transfer. Such fees and costs shall be non-refundable, notwithstanding the failure of the Landlord to consent to the requested Transfer. [SEE RIDER]

9. ABANDONMENT OF PREMISES OR PERSONAL PROPERTY; SURRENDER OF PREMISES.

9.1. ABANDONMENT. Tenant shall not vacate or abandon the Premises at any time during the Term of this Lease, but if Tenant does vacate or abandon the Premises or is dispossessed by process of law then any personal property belonging to Tenant and left on the Premises may, at the option of the Landlord, be deemed to have been abandoned by Tenant, in which case the provisions of Subsection 9.4 shall apply.

9.2. SURRENDER. Unless sooner terminated pursuant to the provisions hereof, this Lease shall expire absolutely upon the expiration of the Term without the necessity of any notice or other action from or by either party hereto. At the expiration or earlier termination of the Term of this Lease, Tenant shall peaceably surrender the Premises in broom clean condition and good order and repair and otherwise in the same condition as the Premises were upon the commencement of this Lease, except (i) ordinary wear and tear, (ii) to the extent that the Premises is not required to be repaired or maintained by Tenant and (iii) damage by fire or other casualty to the extent there is actually paid to Landlord, to repair any damage to the Premises, sufficient net proceeds from the policies of insurance which Landlord is obligated to provide and to maintain under the provisions of this Lease. Tenant further agrees that during the six
(6) month period preceding the expiration date of the Term, Landlord may place upon the Premises a FOR RENT sign.

9.3. REMOVAL OF CABLING, ALTERATIONS. Unless Landlord otherwise specifically agrees in writing, all data and communications cabling and equipment installed in Premises or otherwise in the Building, and which was installed (either as Leasehold Improvements or Alterations) specifically to serve the Tenant in its use of the Premises, shall be removed by Tenant upon the termination of the Lease, at Tenant's sole cost and expense. Tenant shall repair any damage to the Premises or the Building caused by the removal of such cabling and equipment and shall

restore the Premises and Building to substantially the same condition as existed prior to the installation of such cabling and equipment. If Landlord elects to require that other Alterations made by Tenant to the Premises be removed at the termination of this Lease, then Tenant hereby agrees to cause the same to be removed at its sole cost and expense. If Tenant fails to remove any of the same, then Landlord may cause them to be removed at Tenant's expense, and Tenant hereby agrees to reimburse Landlord for the cost of such removal, together with all and any damages which Landlord may suffer and sustain by reason of Tenant's failure to remove the same. Alternatively, Landlord may elect that all or any of the cabling and equipment or other Alterations shall remain at the termination of this Lease and not be removed. Tenant shall surrender to Landlord all keys for the Premises to Landlord's Notice Address and shall notify Landlord in writing of all combinations or codes for any other locks, vaults or alarm systems, if any, installed in the Premises. Tenant's obligations to observe and perform the covenants set forth in this Subsection shall survive the expiration or earlier termination of this Lease.

9.4. REMOVAL OF PERSONAL PROPERTY. At the expiration or earlier termination of the Term of this Lease, Tenant shall immediately remove all personal property which it owns and is permitted to remove from the Premises under the provisions of this Lease and, failing to do so, Landlord at its option may either (i) cause that property to be removed at the risk and expense of Tenant (both as to loss and damage) in which case Tenant hereby agrees to pay all reasonable costs and expenses incurred thereby, including sums paid to store the property elsewhere, together with the costs of any repairs to the Premises caused by the removal of the property; (ii) upon five (5) days written notice to Tenant, which the parties agree is commercially reasonable, sell at public or private sale any or all of such property, whether exempt or not from sale under execution or attachment (such property being deemed charged with a lien in favor of Landlord for all sums due hereunder) with the proceeds to be applied as set forth in Subsection 24.2.2, or (iii) at Landlord's option, title shall pass to Landlord.

9.5. TRADE FIXTURES. All trade fixtures installed by Tenant in the Premises, other than Alterations, shall remain the property of Tenant and shall be removable from time to time and also at the expiration of the Term of this Lease or other termination thereof, provided Tenant shall not at such time be in default under any covenant or agreement contained in this Lease; otherwise such fixtures shall not be removable, and Landlord shall have a lien thereon to secure itself against loss and damage resulting from any default. Tenant further agrees to restore the Premises to their original condition, fair wear and tear excepted, upon removal of such fixtures.

10. REPAIRS AND ALTERATIONS.

10.1. REPAIRS TO BE MADE BY LANDLORD.

10.1.1. Except as otherwise provided in this Section, Landlord shall maintain (i) the structural soundness of the roof of the Building; (ii) the structural soundness of the exterior walls of the Building (excluding all doors and locks, door frames, storefronts, windows and glass within the Premises); and (iii) the structural columns and floors (excluding floor coverings such as carpet and floor tile) of the Premises and the Building, provided Tenant gives Landlord written notice specifying the need for and nature of such repairs; and further provided, however, that if Landlord is required to make any repairs to such portions of the Premises or Building by reason, in whole or in part, of the negligent act or failure to act by Tenant or Tenant's contractors or subcontractors or its or their agents or employees, or by reason of any unusual use of the Premises by Tenant (whether or not such use is contemplated within the definition of the Permitted Use) then Landlord may collect the cost of such repairs, as Additional Rent, upon demand.

10.1.2. If without Landlord's prior consent, Tenant performs or permits to be performed any Alterations which affect the structural portions of the Premises and/or the roof of the Building or which affect the structural integrity of the Building, such action by Tenant shall release and discharge Landlord as of the commencement of such Alteration from such repair obligation. Thereafter, Tenant agrees to be solely responsible under Landlord's supervision for the maintenance, repair, and replacement of any or all such structural portions and/or roof which have been affected as aforesaid, and Tenant shall commence promptly after demand by Landlord to make any such repairs and replacements and proceed diligently to complete them. If Tenant fails in the performance of such responsibilities, to Landlord's satisfaction, then, in addition to Landlord's other remedies under this Lease, at law or in equity, Landlord may (but shall not be obligated to) cure such failure on behalf of Tenant without any liability of Landlord for damage to Tenant's fixtures or other property or to Tenant's business by reason thereof. In such case

Tenant shall reimburse Landlord, as Additional Rent, upon demand, for any sums paid or costs incurred in curing such failure, together with interest at the Default Rate accounting from the date of demand until payment is made. If Tenant performs or permits to be performed any Alterations inconsistently with Landlord's prior consent then such work shall be deemed to have been performed without Landlord's consent.

10.2. REPAIRS TO BE MADE BY TENANT. All repairs to the Premises or any installations, equipment or facilities therein, other than those repairs required to be made by Landlord pursuant to Subsections 10.1 or 16.1, including repairs or improvements required by Applicable Laws as referred to in
Section 7, shall be made by Tenant at its expense. Tenant shall at all times at its own expense keep and maintain the Premises in good order and repair, and in a neat, safe, clean, and orderly condition, including, but not limited to, reasonable periodic painting and making all nonstructural ordinary and extraordinary, foreseen and unforeseen repairs and replacements to the Premises under Landlord's supervision. These include, without limitation, repairs and replacements: to the plumbing and electrical apparatus therein; to the other mechanical installations therein; to the heating, ventilating and air conditioning system installed in or with respect to the Premises; and to all doors and locks, door frames, storefronts, windows and glass within the Premises. In furtherance of Tenant's obligations hereunder, Tenant agrees to obtain a maintenance repair and service contract on the heating, ventilating and air conditioning system of the Premises, which contract shall be on such terms and with such company as shall be reasonably approved by Landlord and shall be delivered to Landlord within thirty (30) days after the commencement of the Term. Tenant shall keep such contract in full force and effect during the Term. Tenant shall keep all of the same in good order and repair and will make all replacements from time to time required thereto at its expense. Tenant shall not overload the electrical wiring serving the Premises or within the Premises, and will install at its own expense under Landlord's supervision, but only after obtaining Landlord's written approval, any additional electrical wiring which may be required in connection with the Premises. Tenant shall be responsible for storage of Tenant's trash or refuse in proper receptacles and for removal of the same from the Premises and the Center at Tenant's cost and expense. Dumpsters or other trash containers shall not be allowed on the outside of the Building without Landlord's prior written consent. If such consent be given by Landlord, the type, size, and location of such containers shall be only as approved by Landlord and shall be maintained by Tenant in a clean sanitary manner, and in good repair at all times.

10.3. DAMAGE TO PREMISES. Tenant will repair promptly at its expense any damage to the Premises and, upon demand, shall reimburse Landlord (as Additional Rent) for the cost of the repair of any damage elsewhere on or in the Center, caused by or arising from the installation or removal of property or fixtures in or from the Premises, regardless of fault or by whom such damage shall be caused (unless caused by Landlord, its agents, employees or contractors). If Tenant fails to commence such repairs within five (5) days after notice to do so, or complete such repairs prior to the termination or sooner expiration of the Term, then Landlord may make or cause the same to be made and Tenant agrees to pay to Landlord promptly upon Landlord's demand, as Additional Rent, the cost thereof with interest thereon at the Default Rate until paid. At Landlord's election, Tenant shall also (i) repair or remediate promptly, and at Tenant's expense, or (ii) reimburse Landlord (as Additional Rent) for the cost of repairs or remediation of, any damage to or dangerous condition created within the Center, if such damage or dangerous condition was caused or created by Tenant, its agents, employees or contractors. If Tenant fails to commence such repair or remediation within five (5) days after Landlord's notice to do so, or if Landlord elects to undertake such repair or remediation for the account of Tenant, then Tenant agrees to pay to Landlord promptly upon Landlord's demand, as Additional Rent, the cost thereof with interest thereon at the Default Rate until paid. Tenant's obligations for Additional Rent hereunder shall survive the termination of this Lease.

10.4. ALTERATIONS BY TENANT.

10.4.1. Tenant will not make: (i) any alteration, modification, substitution or other change of any nature to the structural, mechanical, electrical, plumbing, HVAC and sprinkler systems within or serving the Premises; nor (ii) any renovations, improvements or other installations in, on or to any part of the Premises (including, without limitation, any alterations of the exterior of the Premises, signs, structural alterations, or any cutting or drilling into any part of the Premises or any securing of any fixture, apparatus, or equipment of any kind to any part of the Premises); nor
(iii) any installation or modification of carpeting, walls, partitions, counters, doors, shelves, lighting fixtures, hardware, locks, ceiling, window and wall coverings (all collectively referred to herein as "Alterations"), unless and until Tenant shall have caused complete plans and specifications therefor to have been prepared, at Tenant's expense, by an architect or other duly qualified person, shall have submitted same to Landlord and shall have obtained Landlord's written approval thereof. If such approval is granted, Tenant shall cause the work described in such plans and specifications to be performed, at its expense, promptly, efficiently, competently and in a good and workmanlike

manner by duly qualified and licensed persons or entities, without interference with or disruption to the operations of tenants or other occupants of the Building or the Center. All such work shall comply with all applicable codes, rules, regulations and ordinances and shall be performed by contractors who are approved by Landlord and who carry the insurance coverage required in Section
15. Landlord may elect that any Alterations be performed by Landlord or by contractors engaged by and under the direction of Landlord, in which case such Alterations shall nevertheless be made at Tenant's sole cost, payable by Tenant as Additional Rent; and such cost shall include a construction management fee of fifteen percent (15%) of the total cost of the work. Alterations shall only be made after Tenant has obtained any necessary permits from governmental authorities for the Alterations.

10.4.2. If Tenant is permitted to make Alterations following Landlord's approval, then Tenant shall notify Landlord of the date on which work on Alterations is scheduled to begin and shall arrange for periodic inspections by Landlord of the job progress to insure compliance with the approved plans and specifications. As a condition for approving any Alterations on the Premises by Tenant, Landlord shall have the right to require Tenant, or Tenant's contractor, to furnish bond in an amount equal to the estimated cost of construction with a corporate surety approved by Landlord for (i) completion of the construction and (ii) indemnification of Landlord and Tenant, as their interests may appear, against liens for labor and materials, which bond shall be furnished before any work has begun or any materials delivered. Landlord shall also have the right at any time before, during, or after the construction to require Tenant to furnish further assurances against mechanics' liens including, but not limited to, releases of liens signed by all contractors, subcontractors, and suppliers, and affidavits executed by Tenant, Tenant's contractor, or architect, that all charges for labor and materials have been paid. Tenant shall promptly pay or bond off any lien filed against the Premises, the Building or the Center for any construction performed by or on behalf of Tenant.

10.4.3. If Tenant makes any Alterations without the prior consent of Landlord, then, in addition to Landlord's other remedies, Landlord may correct or remove such Alterations and Tenant shall, on demand, pay the cost thereof (plus fifteen percent (15%) of such cost as a construction management fee) as Additional Rent. If any mechanic's lien is filed against the Premises or the Building or the Center for work or materials furnished to Tenant
(other than by Landlord) the lien shall be discharged by Tenant within ten (10) days thereafter, solely at Tenant's expense, by either paying off or bonding the lien. Should Tenant fail to discharge any lien within ten (10) days of its filing, then, in addition to Landlord's other remedies, Landlord shall have the right, but not the obligation, to discharge said lien at Tenant's expense, in which case Tenant shall reimburse Landlord for the same upon demand, as Additional Rental, together with interest accounting from the date of demand until payment is made.

10.4.4. If any Alterations are required to be made to the Premises, the Building or the Center due to Legal Requirements because the same were in actual violation of any Legal Requirements on or as of the Commencement Date, or if, as a result of Landlord undertaking any alterations, repairs, maintenance or other activities elsewhere in the Center, Alterations are required to be made to the Premises, the Building or the Center due to Legal Requirements, then Landlord shall make such Alterations at its sole cost and expense (and such expenses shall not be included within Common Area Maintenance Expenses or Additional Rent); and Landlord shall take all reasonable steps to minimize disruption to Tenant while making such Alterations.

10.4.5. Subject to Landlord's obligations set forth in the previous Subsection and in the following Subsection, if any Alterations are required to be made to the Premises, the Building or the Center due to a change in, or change in the interpretation of, or more stringent enforcement of, Legal Requirements occurring on or after the Commencement Date (and not in connection with alterations, repairs, maintenance or other activities elsewhere in the Center undertaken by Landlord), then Landlord shall make such Alterations as aforesaid, provided that the cost of such Alterations shall be amortized over their useful life and a ratable portion of such cost shall be included within the definition of Common Area Maintenance Expenses in each Lease Year until such cost is fully amortized. If, as a result of Tenant undertaking any Alterations, Alterations are required to be made to the Premises due to Legal Requirements, then Tenant shall make such Alterations at Tenant's sole cost and expense.

10.4.6. If (i) any Alterations are required to be made to all or any part of the Center other than the Premises due to Legal Requirements and as a consequence of any Alterations made by Tenant within the Premises, or (ii) any Alterations are required to be made to all or any part of the Center, including the Premises, at any time during the Term pursuant to any Legal Requirements relating to accessibility by persons with disabilities or otherwise pursuant to the ADA (collectively, the "Accessibility Alterations"), because the Premises, as used by Tenant, is deemed to be a "place of public accommodation" under the ADA, then all such required Alterations shall be made by

Tenant at its sole cost and expense unless Landlord shall otherwise agree; and, if Landlord elects to make such Alterations, then such Alterations shall be at Tenant's sole cost and expense, and payable by Tenant as Additional Rent; and such cost shall include a construction management fee of fifteen percent (15%) of the total cost of the work. Alterations shall only be made after Tenant has obtained any necessary permits from governmental authorities for the Alterations.

10.4.7. Within ten (10) days after receipt, Tenant shall advise Landlord in writing, and provide Landlord with a copy of (as applicable), any notices alleging violation of Legal Requirements relating to any portion of the Center or of the Premises; any claims made or threatened in writing regarding noncompliance with Legal Requirements and relating to any portion of the Center or of the Premises; or any governmental or regulatory actions or investigations instituted or threatened regarding noncompliance with the ADA and relating to any portion of the Center or the Premises.

10.4.8. As used in this Subsection 10.4, "Legal Requirements" means environmental, air quality, wetlands, shoreline, flood plan, zoning, planning, subdivision, building, health, labor, discrimination, fire, traffic, safety and other governmental or regulatory rules, laws, ordinances, statutes, codes and requirements (including any administrative, judicial or similar interpretations or rulings or legislative clarifications that may be made after any point in time but which relate to any of the same as they exist at such point in time), including, without limitation, the Fair Housing Act of 1968 (as amended) and the Americans with Disabilities Act of 1990 and the Accessibility Guidelines promulgated with respect thereto ("ADA").

10.5. CHANGES AND ADDITIONS TO THE CENTER. Landlord reserves the right at any time and from time to time to (i) make or permit changes or revisions in the plan for the Center, including additions to, subtractions from, rearrangements of, alterations, modifications of, or supplements to, the building areas, walkways, driveways, parking areas, or other Common Areas; (ii) construct other buildings or improvements on the Center (including any portion of the Common Areas) and make alterations thereof or additions thereto and build additional stories on or in any such building(s) and build extensions adjoining same; and (iii) make or permit changes or revisions to the Center, including additions thereto, and to convey portions of the Center (including any portion of the Common Areas) to others for the purpose of constructing thereon other buildings or improvements, including additions thereto and alterations thereof. Any diminution or shutting off of light, air or view by any structure which may be erected on lands adjacent to or near the Building shall in no way affect this Lease or impose any liability on Landlord.

10.6. ROOF AND WALLS; EXCAVATIONS. Landlord shall have the exclusive right to use all or any part of the roof of the Premises for any purpose; to erect additional stories or other structures over all or any part of the Premises; to erect in connection with the construction thereof temporary scaffolds and other aids to construction on the exterior of the Premises, provided that access to the Premises shall not be denied; and to install, maintain, use, repair and replace within the Premises pipes, ducts, conduits, wires and all other mechanical equipment serving other parts of the Building, the same to be in locations within the Premises as will not unreasonably deny or adversely affect Tenant's use thereof. Landlord may make any use it desires of the side or rear walls of the Premises, provided that such use shall not encroach upon the interior of the Premises. If an excavation shall be made upon land adjacent to the Premises, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of doing such work as Landlord shall deem necessary to preserve the wall or the Landlord's Building of which the Premises form a part from injury or damage and to support the same by proper foundations, without any claim for damages or indemnification against Landlord, for diminution or abatement of rent.

11. COMMON AREAS.

11.1. USE OF COMMON AREAS. Landlord grants to Tenant and its agents, employees and invitees, a non-exclusive license to use the Common Areas in the Center in common with others during the Term, subject to the exclusive control and management thereof at all times by Landlord or others and subject, further, to the rights of Landlord set forth in Subsections 10.5, 10.6, and 11.2. "Common Areas" means those areas and facilities which may be furnished by Landlord within the Center, for the general common use of tenants and other occupants of the Center, their officers, agents, employees and invitees, including (without limitation) all parking areas, access areas (other than public streets), employee parking areas, truckways, driveways, loading docks and areas, sidewalks, ramps, roofs, sprinkler systems, landscaped and planted areas, retaining walls, stairways, lighting systems and facilities, common

utility and telecommunications facilities, drainage areas, roads, the common use elements of the Landlord's Building, and other similar areas, facilities or improvements. [SEE RIDER]

11.2. MANAGEMENT AND OPERATION OF COMMON AREAS. Landlord will operate and maintain, or will cause to be operated and maintained, the Common Areas in a manner deemed by Landlord to be reasonable and appropriate and in the best interests of the Center generally. Landlord will have the right (i) to establish, modify and enforce rules and regulations with respect to the Common Areas; (ii) to enter into, modify and terminate easements and other agreements pertaining to the use and maintenance of the Common Areas; (iii) to implement a parking management plan; (iv) to close all or any portion of the Common Areas to such extent as may, in the opinion of Landlord, be necessary to prevent a dedication thereof or the accrual of any rights to any person or to the public therein; (v) to close temporarily any or all portions of the Common Areas; and (vi) to do and perform such other acts in and to said areas and improvements as, in the exercise of good business judgment, Landlord shall determine to be advisable.

11.3. TENANT TO PAY PROPORTIONATE SHARE OF COMMON AREA MAINTENANCE EXPENSES.

11.3.1. In each Operating Year Tenant shall pay to Landlord, as Additional Rent, its Proportionate Share of Common Area Maintenance Expenses. Such Proportionate Share shall be calculated with respect to Tenant's Proportionate Share of the Center and shall be paid by Tenant in monthly installments in such amounts as are estimated and billed by Landlord at the beginning of each Operating Year. For purposes of this Lease, the term "Operating Year" shall mean each successive calendar year or part thereof during the Term of this Lease or any renewal thereof, or, at the option of Landlord, each successive fiscal year of Landlord or part thereof, during the Term of this Lease or any renewal thereof. Each installment payment in respect of Common Area Maintenance Expenses shall be due on the first day of each calendar month or otherwise as indicated by Landlord's statement. At any time during an Operating Year Landlord may re-estimate Tenant's Proportionate Share of Common Area Maintenance Expenses and adjust Tenant's monthly installments payable during such Operating Year to reflect more accurately Tenant's Proportionate Share of Common Area Maintenance Expenses.

11.3.2. Within one hundred twenty (120) days (or such additional time thereafter as is reasonable under the circumstances) after the end of each Operating Year Landlord shall deliver to Tenant a statement of Common Area Maintenance Expenses (the "Expense Statement") for such Operating Year and the monthly installments paid or payable shall be adjusted between Landlord and Tenant, and Tenant shall pay Landlord or Landlord shall credit Tenant's account (or, if such adjustment is at the end of the Term, Landlord shall pay Tenant), as the case may be, within fifteen (15) days of receipt of such statement, the amount of any excess or deficiency in Tenant's Proportionate Share of Common Area Maintenance Expenses paid by Tenant to Landlord during such Operating Year. Landlord's failure to provide an Expense Statement within the time prescribed above shall not relieve Tenant of its obligations under this Section.

11.3.3. Following receipt of an Expense Statement Tenant shall have the right to conduct a reasonable review of Landlord's records relating to Common Area Maintenance Expenses for the Operating Year just ended, and to which the Expense Statement relates, provided that Tenant strictly complies with the provisions of this Subsection. No review shall be permitted at any time in which a Default exists under this Lease (including a Default arising by virtue of Tenant's failure to pay any sum deemed Additional Rent, regardless of dispute as to the propriety Landlord's claim for payment). If a Default occurs at any time during the pendency of a review of records then the review right shall immediately cease, and the matters set forth in the Expense Statement under review shall be conclusively deemed correct. No subtenant shall have the right to conduct any such review; and no assignee of Tenant shall have the right to conduct any review with respect to a period antedating the assignment. Tenant shall exercise its right upon not less than fifteen (15) days' prior written notice, given at any time within sixty (60) days following Tenant's receipt of an Expense Statement (time being of the essence). Any such review shall be conducted by Tenant or by an independent certified public accountant of Tenant's choosing that is not being compensated by Tenant on a contingency fee basis. If Tenant employs such a third party reviewer then as a condition precedent to such review Tenant shall deliver to Landlord a copy of Tenant's written agreement with such accountant which shall include provisions which state that (i) Landlord is an intended third-party beneficiary of the agreement, (ii) the accountant will not in any manner solicit or agree to represent any other tenant of the Center with respect to a review of Landlord's accounting records at the Center, and (iii) the accountant will maintain in strict confidence any and all information obtained in connection with the review and will not disclose the fact of the review or any results of it to any person or entity other than to the Tenant. Any such review shall be conducted at Landlord's office at the Center or at Landlord's

principal offices, or at such other location as Landlord may reasonably designate. Landlord will provide Tenant with reasonable accommodation for the review and reasonable use of available office equipment, but may make a reasonable charge for Tenant's telephone calls and photocopies. Tenant shall deliver to Landlord a copy of the results of any such review within fifteen (15) days following its completion or receipt by Tenant and will maintain in strict confidence any and all information obtained in connection with the review and will not disclose the fact of the review or any results of it to any person or entity. A dispute over the Expense Statement or any error by Landlord in interpreting or applying the provisions of this Lease respecting Common Area Maintenance Expenses or in calculating the amounts in the Expense Statement shall not be a breach of this Lease by Landlord, and even if any legal proceeding over the Expense Statement is resolved against Landlord this Lease shall remain in full force and effect and Landlord shall not be liable for any consequential damages. Pending the determination of any such dispute Tenant shall pay amounts billed with respect to such Expense Statement as Additional Rent, without prejudice to Tenant's position, and subject to rebate of any amounts subsequently found to have been charged to Tenant in error. If the dispute shall be determined in Tenant's favor then Landlord shall promptly pay to Tenant the amount of Tenant's overpayment of Rent resulting from compliance with the Expense Statement together with interest from the time of such overpayment at the Default Rate, together with all of Tenant's attorney fees, costs and expenses incurred in contesting the Expense Statement.

11.4. "COMMON AREA MAINTENANCE EXPENSES" DEFINED. The term "Common Area Maintenance Expenses" means all costs and expenses incurred by or on behalf of Landlord in operating, managing, insuring, securing and maintaining the Common Areas pursuant to Subsection 11.2 (excepting Insurance Costs described in Subsection 15.6), including, without limitation, all costs and expenses of operating, maintaining, repairing, lighting, signing, cleaning, painting, striping, policing and security of the Common Areas (including cost of uniforms, equipment and employment taxes); alarm and life safety systems; insurance, excepting Insurance Costs described in Subsection 15.6, but otherwise including, without limitation, liability insurance for personal injury, death and property damage, insurance against loss of rents and other income, worker's compensation insurance or similar insurance covering personnel, fidelity bonds for personnel, insurance against liability for defamation and claims of false arrest occurring on and about the Common Areas; cost of cleaning all exterior glass; removal of water, snow, ice, litter and debris; regulation of traffic; costs and expenses of inspecting and depreciation of machinery and equipment used in the operation and maintenance of the Common Areas and personal property taxes and other charges (including, but not limited to, leasing or rental costs) incurred in connection with such equipment; costs and expenses incurred in making any alterations to the Center required to be made pursuant to Legal Requirements, consistent with the provisions of Subsection 10.4; costs and expenses of maintenance and repair or replacement of roofs, awnings, paving, curbs, walkways, landscaping, drainage, pipes, ducts, conduits and similar items, signage for the Center, and lighting facilities; costs and expenses of planting, replanting and replacing flowers, shrubbery and planters; costs of providing energy to light, heat, ventilate and air condition areas in which the Common Areas are located and the maintenance and repair of such equipment; cost of water services, if any, furnished by Landlord for the non-exclusive use of all tenants; costs and expenses of repairing and maintaining all mains and electrical conduits necessary to provide water, electricity, telephone and sewer service to the Center; roads and storm drainage facilities unless and until dedicated for public purposes; Landlord's share of expenses under any declaration, covenant, condition, restriction or other agreement recorded among the land records of the county in which the Center is located and applicable to the Lot and to the Center generally; and administrative costs or management fees relating to operating and maintaining the Common Areas. Any of the foregoing expenses required to be capitalized for federal income tax purposes shall be amortized on a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or ten years. The term "Common Area Maintenance Expenses" shall not include costs or expenses or depreciation or amortization for capital repairs and capital replacements required to be made by Landlord pursuant to Subsection 10.1; debt service under any Superior Mortgage, or ground rent payments under any Superior Lease; leasing commissions; expenditures for which Landlord is reimbursed by any insurance carrier, or from any other source; or cost of repairs or replacements incurred by reason of Casualty or condemnation. [SEE RIDER]

12. TAXES.

12.1. TENANT'S PROPORTIONATE SHARE OF TAXES. Landlord shall pay all Taxes levied upon or assessed against the Lot and improvements thereon and the appurtenances thereto during the Term of this Lease. If the Taxes payable by Landlord are increased in any Tax Year during the Term of this Lease over the amount of such Taxes due and payable with respect to the Lot for the Tax Year beginning on July 1st immediately preceding the date of this Lease, then Tenant shall pay to Landlord, as Additional Rent, the amount of such Tax increase multiplied by Tenant's

Proportionate Share of the Lot. The term "Taxes" shall be defined as (i) all real estate and other ad valorem taxes, including, without limitation, real estate rental, receipt or gross receipt tax or any other tax on Landlord (excluding Landlord's income taxes), now or hereafter imposed by any federal, state or local taxing authority and whether as a substitution for or in addition to the present method of real property taxation currently in use; (ii) attorney's and appraiser's fees, if necessary, incurred in connection with any negotiation, contest or appeal pursued by Landlord in an effort to reduce taxes, and (iii) any metropolitan district water and sewer charges and other governmental charges which customarily are part of the real estate tax bill issued by governmental authorities charged with said responsibility. Taxes shall be adjusted on a proportionate basis for any period which shall be less than a Tax Year. The term "Tax Year" means the twelve (12) month period beginning July 1 of each year or such other twelve (12) month period (deemed, for the purposes of this Section, to have 365 days) established as a real estate tax year by the taxing authorities having lawful jurisdiction over the Lot.

12.2. PAYMENT OF PROPORTIONATE SHARE OF TAXES. Tenant's Proportionate Share of Taxes shall be paid by Tenant, at Landlord's election (i) in advance, in equal monthly installments in such amounts as are estimated and billed for each Tax Year by Landlord at the commencement of the Term and at the beginning of each successive Tax Year during the Term, each such installment being due on the first day of each calendar month or (ii) in lump sum, following Landlord's receipt of the tax bill for the Tax Year in question, and calculation of Tenant's Proportionate Share with respect thereto. If Landlord has elected that Tenant pay its Proportionate Share of Taxes in installments, in advance, then, at any time during a Tax Year, Landlord may re-estimate Tenant's Proportionate Share of Taxes and thereafter adjust Tenant's monthly installments payable during the Tax Year to reflect more accurately Tenant's Proportionate Share of Taxes. Within one hundred twenty (120) days after Landlord's receipt of tax bills for each Tax Year, or such reasonable time (in Landlord's determination) thereafter, Landlord will notify Tenant of the amount of Taxes for the Tax Year in question and the amount of Tenant's Proportionate Share thereof. Any overpayment or deficiency in Tenant's payment of its Proportionate Share of Taxes for each Tax Year shall be adjusted between Landlord and Tenant; Tenant shall pay Landlord or Landlord shall credit to Tenant's account (or, if such adjustment is at the end of the Term, Landlord shall pay Tenant), as the case may be, within fifteen (15) days of the aforesaid notice to Tenant, such amount necessary to effect such adjustment. Landlord's failure to provide such notice within the time prescribed above shall not relieve Tenant of any of its obligations hereunder.

12.3. TAXES ON RENT. In addition to Tenant's Proportionate Share of Taxes, Tenant shall pay to the appropriate agency any sales, excise and other tax (not including, however, Landlord's income taxes) levied, imposed or assessed by the State of Maryland or any political subdivision thereof or other taxing authority upon any Rent payable hereunder. Tenant shall also pay, prior to the time the same shall become delinquent or payable with penalty, all taxes imposed on its inventory, furniture, trade fixtures, apparatus, equipment, Leasehold Improvements installed by Tenant or by Landlord on behalf of Tenant (except to the extent such Leasehold Improvements or Alterations shall be covered by Taxes referred to in Subsection 12.1 hereof), and any other property of Tenant.

13. UTILITIES.

13.1. TENANT'S UTILITIES. Tenant shall promptly pay when due the charges for all utility services rendered or furnished to or for the Premises, including, without limitation, water (whether by meter or submeter), electricity, telephone, cable and telecommunications services sanitary sewer service, and any other public utility service now or hereafter provided to the Premises, together with all taxes, levies and other charges on such utilities. At such time or times as Tenant is the sole occupant of the Building, Tenant shall promptly pay when due the charges for all utility services rendered or furnished to or for the Building, including, without limitation, water (whether by meter or submeter), electricity, telephone, cable and telecommunications services, sanitary sewer service, and any other public utility service now or hereafter provided to the Building, together with all taxes, levies and other charges on such utilities. If Tenant defaults in the payment of any such charges or taxes, Landlord may, at its option, pay the same for and on Tenant's account, in which event Tenant shall promptly reimburse Landlord therefor. If any of such utility charges are billed directly to Landlord then Tenant will reimburse Landlord for such charges, as Additional Rent, promptly upon demand therefor. At the time of the execution of this Lease utility charges for water are charged to Tenant as an Common Area Maintenance Expense. Landlord reserves the right to arrange at Tenant's expense for the installation of a submeter exclusively for the Premises to measure the consumption of water by Tenant and upon the installation of such submeter Tenant shall promptly pay when due the charges for all water service furnished to the Premises.

13.2. DISCONTINUANCES AND INTERRUPTIONS OF UTILITY SERVICES. Landlord reserves the right to cut off and discontinue, upon notice to Tenant, any utility services furnished by Landlord at any time when Tenant has failed to pay any Rent due under this Lease. Landlord shall not be in default hereunder or be liable for any damages by, or indirectly resulting from, nor shall the Rent be abated by reason of, (i) the installation, use or interruption of use of any equipment in connection with the furnishing of the foregoing utilities and services; (ii) failure to furnish or delay in furnishing any such utilities or service when such failure or delay is caused by force majeure, or by the making of repairs or improvements to the Premises or the Building or the Center generally; or (iii) the limitation, curtailment, rationing or restriction on use of water or electricity, gas or any other form of energy or any other service or utility whatsoever serving the Premises or the Building. Neither shall the same be deemed a termination of this Lease or an eviction of Tenant. Furthermore, Landlord shall be entitled to cooperate voluntarily in a reasonable manner with the efforts of national, state or local governmental agencies or utilities suppliers in reducing energy or other resource consumption provided such cooperation does not unreasonably interfere with Tenant's use of the Premises.

14. INDEMNIFICATIONS AND WAIVER OF CLAIMS.

14.1. INDEMNITY BY TENANT. To the maximum extent permitted by law, but subject to the provisions of Subsection 14.5, Tenant shall and does hereby indemnify Landlord, any Superior Lessor and any Superior Mortgagee, and agrees to save them harmless and, at the option of any of them, defend them from and against any and all claims, actions, damages, liabilities and expenses (including attorneys' and other professional fees) judgments, settlement payments, and fines paid, incurred or suffered by any of them:

14.1.1 in connection with loss of life or personal injury, or damage to property or to the environment, suffered by third parties, and arising from or out of the occupancy or use by Tenant of the Premises or any part thereof or any other part of the Property, and occasioned wholly or in part by any act or omission of Tenant, its officers, agents, contractors, employees or invitees; or,

14.1.2 in connection with loss of life or personal injury, or damage to property or to the environment, suffered by third parties, or in connection with any accident, injury or damages whatever in, at or upon the Premises, and arising from or out of the conduct or management of the Premises or of any business therein, or any work or thing whatsoever done, or any condition created in or about the Premises during the Term of this Lease or during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises; or,

14.1.3 in connection with damage to property or the environment and arising, directly or indirectly, wholly or in part, from any conduct, activity, act, omission, or operation involving the use, handling, generation, treatment, storage, disposal, other management or release of any Hazardous Material in, from or to the Premises, whether or not Tenant may have acted negligently with respect to such Hazardous Material or [SEE RIDER]

14.1.4 in connection with any claim or proceeding brought by a third party alleging, in whole or in part, that Tenant's acts, activities, conduct, or omissions in the Premises violate its obligations to comply with a law, rule, order, ordinance, direction, regulation or requirement of federal, state, county and municipal authorities imposing a duty with respect to the use, occupation or alteration of the Premises; or,

14.1.5 in connection with any breach or default by Tenant in the full and prompt payment and performance of Tenant's obligations under this Lease. [SEE RIDER]

14.2. INDEMNITY BY LANDLORD. To the maximum extent permitted by law, but subject to the provisions of Subsection 14.5, Landlord shall and does hereby indemnify Tenant and agrees to save it harmless from and against any and all claims, actions, damages, liabilities and expenses (including attorneys' and other professional fees) in connection with loss of life, personal injury and/or damage to property suffered by third parties arising from or out of the use of any portion of the Common Areas by Landlord, occasioned wholly or in part by any act or omission of Landlord, its officers, agents, contractors or employees.

14.3. SURVIVAL OF INDEMNITIES. Landlord's and Tenant's obligations pursuant to Subsections 14.1 and 14.2 shall survive any termination of this Lease with respect to any act, omission or occurrence which took place prior to such termination.

14.4. LIMITATION ON LANDLORD'S LIABILITY FOR LOSS, DAMAGE AND INJURY. To the maximum extent permitted by law, Tenant shall occupy and use the Premises, the Building and the Common Areas at Tenant's own risk. All property of Tenant, its employees, agents or invitees, or of any other person located in or on the Premises or the Building, shall be and remain at the sole risk of Tenant or such employee, agent, invitee or other person. Tenant hereby expressly agrees that Landlord and its agents, servants and employees shall not be liable or responsible for, and Tenant does hereby save them harmless from, any damage or injury to the person or property of Tenant, or its agents, servants, employees, licensees, invitees or contractors, directly or indirectly caused by (i) dampness or water in any part of the Premises or the Building;
(ii) bursting, leaking or overflowing of water, sewer, steam, gas or sprinkler pipes and heating or plumbing fixtures; (iii) air-conditioning or heating failures; (iv) interference with light, air or other incorporeal hereditaments;
(v) operations in the construction of any public or quasi-public work; (vi) theft or other crime, whether violent or non-violent in nature; (vii) fire, accident, natural disorder or other casualty; (viii) latent or apparent defect or change of condition in the Premises and/or the Building; (ix) the acts or omissions of other persons in the Building; and (x) any other source, circumstance or cause whatsoever. The foregoing waiver and release is intended by Landlord and Tenant to be absolute and unconditional, and without exception, and to supersede any specific repair obligation imposed by Landlord hereunder; provided that such waiver and release shall not apply to the omission, fault, negligence, or other misconduct of Landlord except to the extent such omission, fault, negligence or other misconduct is waived by Tenant after the occurrence or is waived pursuant to Tenant's policies of fire insurance with standard broad form coverage indorsements, which waiver Tenant is obligated to obtain and shall be liable for failure to obtain. No representation, guaranty, assurance or warranty is made or given by Landlord that the communications or security systems, devices or procedures used, if any, will be effective to prevent injury to Tenant or any other person or damage to, or loss (by theft or otherwise) of any of Tenant's Personal Property or of the property of any other person, and Landlord reserves the right to discontinue or modify at any time such communications or security systems, devices or procedures without liability to Tenant. [SEE RIDER]

14.5. WAIVER OF RIGHT OF RECOVERY. Except as provided in Subsection 7.2, neither party, nor its officers, directors, employees, agents or invitees, nor, in case of Tenant, its subtenants, shall be liable to the other party or to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage to any building, structure or other tangible property, when such loss is caused by any of the perils which are or could be insured against under a standard policy of full replacement cost insurance for fire, theft and all risk coverage, or losses under workers' compensation laws and benefits, even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees (this clause shall not apply, however, to any damage caused by intentionally wrongful actions or omissions); provided, however, that if, by reason of the foregoing waiver, either party shall be unable to obtain any such insurance, such waiver shall be deemed not to have been made by such party and, provided, further, that if either party shall be unable to obtain any such insurance without the payment of an additional premium therefor, then, unless the party claiming the benefit of such waiver shall agree to pay such party for the cost of such additional premium within thirty (30) days after notice setting forth such requirement and the amount of the additional premium, such waiver shall be of no force and effect between such party and such claiming party. Each party shall use reasonable efforts to obtain such insurance from a company that does not charge an additional premium or, if that is not possible, one that charges the lowest additional premium. Each party shall give the other party notice at any time when it is unable to obtain insurance with such a waiver of subrogation without the payment of an additional premium and the foregoing waiver shall be effective until thirty (30) days after notice is given. Each party represents that its current insurance policies allow such waiver. The provisions of this Section shall not limit the indemnification for liability to third parties pursuant to Subsections 14.1 and 14.2. [SEE RIDER]

15. INSURANCE.

15.1. TENANT'S INSURANCE. Tenant, at its expense, shall obtain and maintain in effect as long as this Lease remains in effect and during such other time as Tenant occupies the Premises or any part thereof, insurance policies providing at least the following coverage:

15.1.1. commercial general liability insurance written on an occurrence basis with respect to the Premises and the business operated by Tenant and any subtenants, concessionaires or licensees of Tenant, to

afford insurance against personal injury, death and property damage, and including insurance against assumed or contractual liability under this Lease, specifically including the liability of Tenant arising out of the indemnities provided in Subsection 14.1, with minimum combined single limits of Two Million Dollars ($2,000,000) per occurrence and in the aggregate;

15.1.2. all-risk property and casualty insurance, including theft coverage, written at full replacement cost value and with full replacement cost endorsement, covering all of Tenant's personal property in the Premises (including, without limitation, all inventory, trade fixtures, floor coverings, furniture and other property removable by Tenant under this Lease) and Tenant's interest in all Alterations and all leasehold improvements and all betterments installed in the Premises by or on behalf of Tenant (other than the Leasehold Improvements constructed by Landlord as provided in Section 4 of this Lease); and

15.1.3. comprehensive boiler and machinery equipment insurance, including electrical apparatus, if applicable; and,

15.1.4. if and to the extent required by law, worker's compensation or similar insurance in form and amounts required by law.

15.2. TENANT'S CONTRACTOR'S INSURANCE. Tenant shall require any contractor of Tenant performing work on or about the Premises to carry and maintain, at no expense to Landlord:

15.2.1. commercial general liability insurance written on an occurrence basis with respect to the Premises and the business operated by Tenant and any subtenants, concessionaires or licensees of Tenant, to afford insurance against personal injury, death and property damage, and including insurance against assumed or contractual liability under this Lease, with minimum combined single limits of Two Million Dollars ($2,000,000) per occurrence and in the aggregate;

15.2.2. comprehensive automobile liability insurance with limits for each occurrence of not less than One Million Dollars ($1,000,000) with respect to personal injury or death and Five Hundred Thousand Dollars ($500,000) with respect to property damage; and

15.2.3. worker's compensation or similar insurance in form and amounts required by law.

15.3. POLICY REQUIREMENTS. The company or companies writing any insurance which Tenant or Tenant's contractor is required to carry and maintain or cause to be carried or maintained pursuant to Subsections 15.1 and 15.2, as well as the form of such insurance, shall at all times be subject to Landlord's approval and any such company or companies shall have a rating of at B+ or better and a financial size rating of X or larger from Best's Key Rating Guide and Supplemental Service, Property/Casualty (or comparable rating from a comparable insurance rating service), and shall be licensed to do business in the State of Maryland. Public liability and all-risk casualty insurance policies evidencing such insurance shall name Landlord and/or its designee(s) as additional insured, shall be primary and non-contributory, and shall also contain a provision by which the insurer agrees that such policy shall not be canceled, materially changed or not renewed without at least thirty (30) days advance notice to Landlord, at Landlord's Notice Address, by certified mail, return receipt requested, or to its designee. None of the insurance which Tenant is required to carry and maintain or cause to be carried or maintained pursuant to the previous Sections shall contain any deductible provisions except to the extent approved by Landlord. Each such policy, or a certificate thereof, shall be deposited with Landlord by Tenant promptly upon commencement of Tenant's obligation to procure the same.

15.4. TENANT'S FAILURE TO INSURE. If Tenant fails to obtain insurance as required under this Section then Landlord may, but shall not be obligated to, obtain such insurance, and in such event, Tenant agrees to pay, as Additional Rent, the premium for such insurance upon demand by Landlord.

15.5. INCREASE IN INSURANCE PREMIUMS. Tenant will not do or suffer to be done, or keep or suffer to be kept, anything in, upon or about the Premises which will violate Landlord's policies of hazard or liability insurance or which will prevent Landlord from procuring such policies in companies acceptable to Landlord. If anything done, omitted to be done or suffered by Tenant to be kept in, upon or about the Premises shall cause the rate of fire or other insurance on the Premises or on other property of Landlord or others within the Property to be increased

beyond the minimum rate from time to time applicable to the Premises or to any such property for the use or uses made thereof, then Tenant will pay, as Additional Rent, the amount of any such increase upon Landlord's demand.

15.6. LANDLORD'S INSURANCE; TENANT TO PAY PROPORTIONATE SHARE OF INSURANCE COSTS. During each Operating Year Landlord shall maintain in force, under one or more policies, insurance coverage with respect to the Building and the Center generally, including, without limitation, insurance against fire, all-risk coverage including earthquake and flood, theft or other casualties and such other insurance deemed appropriate by Landlord with such coverage limits, deductible amounts and companies as Landlord may determine. Landlord shall pay all costs of maintaining such insurance (the "Insurance Costs") in the first instance. If Insurance Costs during any Operating Year exceed the Insurance Costs in effect as of the Operating Year in effect as of the Commencement Date for any reason, then Tenant will pay Landlord, as Additional Rent, Tenant's share of the increase calculated with respect to Tenant's Proportionate Share of the Center; unless such increase is caused solely by Tenant, in which instance Tenant shall pay, as Additional Rent, the entire increase. Tenant will pay Landlord, as Additional Rent, Tenant's Proportionate Share of Insurance Costs at the same time or times, and in the same manner, and subject to the same terms and conditions as are prescribed for the payment of Common Area Maintenance Expenses in Section 11.3.

16. DAMAGE AND DESTRUCTION.

16.1. LANDLORD'S OBLIGATION TO REPAIR AND RECONSTRUCT. If the Premises shall be damaged by fire, the elements, accident or other casualty (any of such causes being referred to herein as a "Casualty"), but the Premises shall not be thereby rendered wholly or partially untenantable, then Landlord shall promptly cause such damage to be repaired and there shall be no abatement of Rent. If, as the result of such Casualty, the Premises shall be rendered wholly or partially untenantable, then, subject to the provisions of Subsection 16.2, Landlord shall cause such damage to be repaired and all Rent (other than any Additional Rent due Landlord because of Tenant's failure to perform any of its obligations hereunder) shall be abated proportionately as to the portion of the Premises rendered untenantable during the period of such untenantability. All such repairs shall be made at the expense of Landlord, but Landlord shall not be required to perform any work within the Premises beyond that described in
Section 4 and which were constructed by Landlord as Leasehold Improvements. Landlord shall not be liable for interruption to Tenant's business or for damage to or replacement or repair of Tenant's personal property (including, without limitation, inventory, trade fixtures, floor coverings, furniture and other property removable by Tenant under the provisions of this Lease) or to any Alterations installed in the Premises by or on behalf of Tenant pursuant to Subsection 10.4 or otherwise, all of which damage, replacement or repair shall be undertaken and completed by Tenant promptly.

16.2. LANDLORD'S OPTION TO TERMINATE LEASE. If (i) the Premises are (A) rendered wholly untenantable by a Casualty, or (B) damaged as a result of any cause which is not covered by Landlord's insurance, or (C) damaged or destroyed in whole or in part during the last two (2) years of the Term; or
(ii) the Building is damaged to the extent of twenty-five percent (25%) or more the gross area thereof; or (iii) the Building shall be so substantially damaged that it is reasonably necessary, in Landlord's sole judgment, to demolish such Building for the purpose of reconstruction, then, in any of such events, Landlord may elect to terminate this Lease by giving Tenant notice of such election within ninety (90) days after the occurrence of such event. If such notice is given, the rights and obligations of the parties shall cease as of the date of such notice, and Rent (other than any Additional Rent due Landlord by reason of Tenant's failure to perform any of its obligations hereunder) shall be adjusted as of the date of such termination.

16.3. INSURANCE PROCEEDS. If Landlord does not elect to terminate this Lease pursuant to Subsection 16.2, Landlord shall, subject to the prior rights of any Superior Mortgagee or Superior Lessor, disburse and apply any insurance proceeds received by Landlord to the restoration and rebuilding of the Building in accordance with Subsection 16.1 hereof. All insurance proceeds payable with respect to the Premises (excluding proceeds payable to Tenant pursuant to Subsection 15.1), shall belong to and shall be payable to Landlord.

17. SIGNS. Tenant shall neither erect, maintain or replace any sign within the Premises visible from outside the Building, nor erect or maintain any sign upon the exterior of the Building or anywhere else upon the Center, without first obtaining Landlord's written approval as to the size, design, location, type of composition or material and lighting thereof. Design shall be in accordance with the guidelines established by Landlord from time to time and all applicable laws and regulations. Any such sign shall be inscribed, painted or affixed by Landlord, or a company approved by Landlord, but the entire cost thereof shall be borne by Tenant. Tenant shall maintain any such sign or signs in good condition and repair at all times, and pay any taxes imposed thereon.

18. CONDEMNATION. If the whole or any part of the Premises is taken under the power of eminent domain then this Lease shall terminate as to the part so taken on the date Tenant is required to yield possession thereof to the condemning authority. Landlord shall make necessary repairs and alterations to restore the part not taken to useful condition and the Basic Rent shall be reduced proportionately as to the portion of the Premises so taken. If the amount of the Premises so taken substantially impairs the usefulness of the Premises for the Permitted Use, then either party may terminate this Lease as of the date when Tenant is required to yield possession. All compensation awarded for any taking of the fee and the leasehold shall belong to and be the property of Landlord; provided, however, that Tenant, and not Landlord, shall be entitled to any portion of the award which does not serve to reduce Landlord's award and is made directly to Tenant in reimbursement for Tenant's cost of removal of its stock, trade fixtures, moving and relocation costs.

19. RIGHT OF ENTRY. Landlord and its representatives shall have the right at all reasonable times during normal business hours with prior oral or written notice to enter the Premises for the purposes of inspecting them and exhibiting them for sale, lease or financing; and Landlord shall not be liable in any manner for any entry into the Premises for such purposes. Landlord reserves and shall at all times have the right to re-enter the Premises upon 24 hours prior notice to Tenant (except in an emergency) to maintain, repair and replace the Premises and any portion of the Building of which the Premises are a part, without abatement of Rent. Landlord may for the purpose of such work erect, use and maintain scaffolding, pipes, conduits and other necessary structures in and through the Premises where reasonably required by the character of the work to be performed, provided that entrance to the Premises shall not be blocked. Tenant waives any claim for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises and any other loss occasioned by any such maintenance, repair or replacement work.

20. CURING THE TENANT'S DEFAULTS. If Tenant defaults in the performance of any of its obligations under this Lease then, in addition to any other rights it may have in law or equity, and after written notice to Tenant except in the case of emergency, Landlord shall be entitled (but shall not be obligated) to cure such default, and Tenant shall reimburse Landlord for any sums paid or costs incurred by Landlord, including reasonable attorney's fees, in curing such default, plus interest thereon at the Default Rate which sums, costs, and interest shall be deemed to be Additional Rent hereunder and shall be payable by Tenant upon demand by Landlord.

21. SUBORDINATION AND ATTORNMENT. This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to:
(i) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Center and the Building or any portion thereof (collectively, including the applicable items set forth in Subdivision (iv) of this Section, the "Superior Lease", and the party then exercising the rights of landlord thereunder being referred to herein as the "Superior Lessor"); (ii) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Center, the Building or the Superior Lease
(collectively, including the applicable items set forth in Subdivisions (iii) and (iv) of this Section, the "Superior Mortgage", and the party then exercising the rights of mortgagee, beneficiary or secured party thereunder being referred to herein as the "Superior Mortgagee") whether or not the Superior Mortgage shall also cover other lands or buildings or leases except that a mortgage on the Center only shall not be a Superior Mortgage so long as there is in effect a Superior Lease which is not subordinate to such mortgage: (iii) each advance made or to be made under the Superior Mortgage; and (iv) all renewals, modifications, replacements, supplements, substitutions and extensions of the Superior Lease and the Superior Mortgage and all spreaders and consolidations of the Superior Mortgage. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, any instrument, in recordable form if requested, that Landlord, the Superior Lessor or the Superior Mortgagee may reasonably request to evidence such subordination; and if Tenant fails to execute, acknowledge or deliver any such instrument within 10 days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, coupled with an interest, to execute, acknowledge and deliver any such instruments for and on behalf of Tenant. The Superior Mortgagee may elect that this Lease shall have priority over its Superior Mortgage and, upon notification by the Superior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to or subsequent to the date of such Superior Mortgage. If, at any time prior to the termination of this Lease, the Superior Lessor or the Superior Mortgagee or any person, or the Superior Lessor's or Superior Mortgagee's or such person's successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being

herein collectively referred to as "Successor Landlord") shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to fully and completely attorn to and recognize any such Successor Landlord, as Tenant's landlord under this Lease upon the then-executory terms of this Lease; provided such Successor Landlord shall agree in writing to accept Tenant's attornment. The foregoing provisions of this Section shall: (i) inure to the benefit of any such Successor Landlord;
(ii) apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease; (iii) be self-operative upon any such demand; and (iv) require no further instrument to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section, satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions, of its tenancy and Tenant hereby constitutes and appoints Landlord attorney-in-fact for Tenant to execute any such instrument for and on behalf of Tenant, such appointment being coupled with an interest. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then-executory terms of this Lease except that such Successor Landlord shall not be: (i) liable for any previous act or omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and asserted with reasonable promptness, which theretofore shall have accrued to Tenant against Landlord; (iii) obligated to perform any Leasehold Improvements or other work with respect to the Premises; (iv) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's Rent, unless such modification or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease; (v) obligated to repair the Premises or the Building or any part thereof, in the event of total or substantial total damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to Successor Landlord; or (vi) obligated to repair the Premises or the Building or any part thereof, in the event of partial condemnation beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to Successor Landlord, as consequential damages allocable to the part of the Premises or the Building not taken. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee.

22. MODIFICATIONS TO LEASE; RIGHTS OF SUPERIOR MORTGAGEE, SUPERIOR LESSOR. Landlord hereby notifies Tenant that this Lease may not be cancelled or surrendered, or modified or amended so as to reduce the Rent, shorten the Term or adversely affect in any other respect to any material extent the rights of Landlord hereunder and that Landlord may not accept prepayments of any installments of Rent except for prepayments in the nature of security for the performance of Tenant's obligations hereunder without the consent of the Superior Lessor and the Superior Mortgagee in each instance, except that said consent shall not be required to the institution or prosecution of any action or proceedings against Tenant by reason of an Event of Default. If, in connection with the obtaining, continuing or renewing of financing for which the Building, the Center or the interest of the lessee under the Superior Lease represents collateral, in whole or in part, a savings or commercial bank or trust company, insurance company, savings and loan association, a welfare, pension or retirement fund or system or any other lender shall be or be willing to become the Superior Mortgagee and shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto, provided that such modifications do not materially and adversely either increase the obligations of Tenant hereunder or affect the rights of Tenant under this Lease. Tenant shall not do or suffer or permit anything to be done which would constitute a default under the Superior Mortgage or the Superior Lease or cause the Superior Lease to be terminated or forfeited by virtue of any rights of termination or forfeiture reserved or vested in the Superior Lessor. If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, Tenant will not exercise any such right until: (i) it has given written notice of such act or omission to each Superior Mortgagee and each Superior Lessor, whose name and address shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to each such party at its last address so furnished; and (ii) a reasonable period for remedying such act or omission shall have elapsed following such giving of notice and following the time when such Superior Mortgagee or Superior Lessor shall have become entitled under such Superior Mortgage or Superior Lease, as the case may be, to remedy the same (which shall in no event be less than the period to which Landlord would be entitled under this Lease to effect such remedy) provided such Superior Mortgagee or Superior Lessor shall, with reasonable diligence, give Tenant notice of intention to, and commence and continue to, remedy such act or omission or to cause the same to be remedied.

23. DEFAULTS BY THE TENANT.

23.1. EVENTS OF DEFAULT DEFINED. Each of the following shall be deemed an "Event of Default" under this Lease:

23.1.1. failure by Tenant to pay Basic Rent, Additional Rent, or any other sum required to be paid under the terms of this Lease, when and as due hereunder; [SEE RIDER]

23.1.2. failure by Tenant to perform or observe any other term, covenant, agreement or condition of this Lease on the part of Tenant to be performed, for a period of ten (10) days after notice thereof from Landlord; [SEE RIDER]

23.1.3. Tenant or any guarantor of any of Tenant's obligations hereunder shall make or deliver to Landlord any financial report or statement, certificate, representation or warranty (including, without limitation, any representation or warranty made by Tenant herein) which proves to have been false or misleading in any material respect as of the time at which the facts therein set forth were stated or certified, or if any such financial report or statement has omitted any material contingent or unliquidated liability or claim against Tenant or any such guarantor of any of Tenant's obligations hereunder;

23.1.4. Tenant or any guarantor of any of Tenant's obligations hereunder shall cease doing business as a going concern, make an assignment for the benefit of creditors, generally not pay its debts as they become due or admit in writing its inability to pay its debts when they become due, be adjudicated an insolvent, file a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law, rule or regulation, or file an answer admitting the material allegations of a petition filed against it in any such proceeding, or consent to the filing of such a petition or acquiesce in the appointment of a trustee, receiver, custodian or other similar official for it of all or any substantial part of its assets or properties, or take any action looking to its dissolution or liquidation; file a voluntary or involuntary petition proposing the adjudication of Tenant or any guarantor of Tenant's obligations hereunder as a debtor under the Bankruptcy Code, or the reorganization of Tenant or any such guarantor under the Bankruptcy Code, unless such a petition is filed by a party other than Tenant or any such guarantor and is withdrawn or dismissed within sixty (60) days after the date of filing; [SEE RIDER]

23.1.5. the sale or other transfer of Tenant's interest in the Premises under attachment, execution or similar legal process or the assignment, mortgage, encumbrance or sublease of the Premises by Tenant in violation of the prohibition contained in Section 8;

23.1.6. the vacating or abandonment of the Premises by Tenant at any time during the term of this Lease, or the suspension of business by Tenant at the Premises for more than fifteen (15) consecutive days;

23.1.7. the failure of Tenant to vacate the Premises upon the expiration of the Term, or earlier termination thereof pursuant to other provisions of this Lease.

23.2. LANDLORD'S REMEDIES FOR DEFAULT. Upon the occurrence of an Event of Default, Landlord shall have the right, at its election, immediately upon such Event of Default or at any time thereafter and while any such Event of Default shall continue, to exercise one or more of the following remedies.

23.2.1. Landlord may terminate this Lease, as well as all right, title and interest of Tenant hereunder, by giving written notice of Landlord's intention to terminate this Lease on the date of such given notice or on any later date specified therein, whereupon, on the date specified in such notice, Tenant's right to possession of the Premises shall cease and this Lease shall thereupon be terminated, except as to Tenant's liability for damages as hereafter set forth, as if the expiration of the term fixed in such notice were the end of the Term originally set forth in this Lease.

23.2.2. Landlord may re-enter the Premises, with or without legal process and using such force for such purposes as may be reasonably necessary, without being liable for prosecution thereof, and without being deemed guilty of any manner of trespass, and without prejudice to any remedies for arrears of Rent or preceding breach of covenants or conditions and, upon such reentry, Landlord may: (i) remove any and all of Tenant's property at the

Premises; (ii) store Tenant's property in a public warehouse or elsewhere at the cost, risk and expense of Tenant without Landlord's being deemed guilty of trespass or liable for any loss or damage which may occur to Tenant's property; and (iii) upon five (5) days written notice to Tenant, which Landlord and Tenant agree is commercially reasonable, to sell at public or private sale any or all said property, whether exempt or not from sale under execution or attachment (such property being deemed charged with a lien in favor of Landlord for all Rent due hereunder), with the proceeds of sale to be applied: first, to the cost and expenses of retaking, or removal, storage, preparing for sale and sale of Tenant's property (including reasonable attorneys' fees); and second, to the payment of any sum due hereunder to Landlord (including Basic Rent, Additional Rent, and any other charges and damages theretofore and thereafter accruing); and third, any surplus to Tenant. [SEE RIDER]

23.2.3. Landlord may exercise any other remedy available to it at law, in equity, by statute or otherwise; and, for such purposes, Landlord shall be entitled to the benefit of all provisions of applicable city or county ordinances and public local laws and of the public general laws of the State of Maryland dealing with the speedy recovery of lands and tenements held over by tenants or proceedings in forcible entry and detainer.

23.3. LANDLORD'S RIGHT TO RELET PREMISES. Upon any entry or re-entry by Landlord, with or without legal process, Landlord shall also have the right (but not the obligation) to relet all or any part of the Premises, from time to time, at the risk and expense of Tenant. No re-entry by Landlord with or without a declaration of termination shall be deemed to be an acceptance or a surrender of this Lease or as a release of Tenant's liability for damages under the provisions of this Section. Landlord shall have the right to let or relet the Premises for a longer or shorter term than that remaining after Tenant's default, to lease more or less area than that contained in the Premises, to lease the Premises together with other premises or property owned or controlled by Landlord, and to change the character or use of the Premises. Landlord shall be entitled to deduct from any amounts received from any such letting or reletting all reasonable costs and expenses incurred in connection with Tenant's default, including, but not limited to, the cost to repair, restore, renovate or decorate the Premises for a new tenant, together with reasonable attorneys' fees, real estate commissions, the cost of any legal actions brought against Tenant and any other costs reasonably incurred. No entry or re-entry by Landlord, whether resulting from summary proceedings or otherwise, nor any letting or reletting shall absolve or discharge Tenant from liability hereunder. Tenant's liability hereunder, even if there be no letting or reletting, shall survive the issuance of any dispossess warrant, order of court terminating this Lease or any other termination based upon Tenant's default. The words "enter", "re-enter", and "re-entry" as used in this Section 23 and elsewhere in this Lease are not restricted to their technical legal meanings.

23.4. DAMAGES. Tenant further agrees (i) notwithstanding re-entry by Landlord with or without termination pursuant to the provisions of Subsection 23.2, or (ii) if this Lease is otherwise terminated by reason of Tenant's default, or (iii) if Landlord retakes possession with or without process of law, or re-enters with or without a declaration of termination or
(iv) if Landlord following any of the foregoing events, elects to let or relet the Premises as provided in Subsection 23.3, then Tenant shall, nevertheless, in each instance, be and remain obligated to, and shall pay to Landlord as damages, upon demand, all expenses (including attorneys' fees) of any proceedings instituted by Landlord to recover possession of the Premises or otherwise in connection with Tenant's breach of this Lease, and the expenses of releasing the Premises, including but not limited to, any leasing commissions paid in connection therewith, plus, at the election of the Landlord, either:

23.4.1. liquidated damages determined as of the date of termination of the Lease, in an amount equal to the excess, if any, of the sum of the aggregate Basic Rent and the aggregate Additional Rent which would have been paid over the remaining Term had this Lease not been terminated, discounted to present worth, over the then-current rental value of the Premises, for such remaining Term, as determined by Landlord, discounted to present worth, and in determining such liquidated damages, the Additional Rent for each year of such remaining Term shall be assumed to equal the Additional Rent payable for the Lease Year immediately preceding the Lease Year in which the default occurs, annualized in the event that such preceding Lease Year is less than twelve (12) months, and in determining present worth, a discount rate equal to one percentage point above the discount rate then in effect at the Federal Reserve Bank in Baltimore shall be used; or

23.4.2. damages (payable in monthly installments, in advance, on the first day of each calendar month following such termination and continuing until the date originally fixed herein for the expiration of the Term of this Lease) in amounts equal to the sum of (i) an amount equal to the installment of Basic Rent which would have been payable by Tenant for such calendar month had this Lease not been terminated plus (ii) an amount equal to

one-twelfth (1/12) of the total Additional Rent payable for the Lease Year immediately preceding the Lease Year in which the default occurred, annualized to the extent that such preceding Lease Year is less than twelve (12) months, minus the rents, if any, collected by Landlord in respect to such calendar month pursuant either to re-leasing the Premises or portion thereof or from any existing subleases permitted under the terms of this Lease (after deduction from such rents of the sum of Landlord's costs and expenses as set forth in Subsection 23.3). Landlord shall be entitled immediately to bring a separate suit, action or proceeding to collect any amount due from Tenant under this Subsection 23.4 for any calendar month and any such suit, action, or proceeding shall not prejudice in any way the right of Landlord to collect such amount due on account of any subsequent calendar month by similar proceeding. In no event shall Landlord be required to exercise any efforts whatsoever to re-lease the Premises. [SEE RIDER]

23.4.3. Nothing in this Subsection 23.4 shall limit or prejudice the right of Landlord to prove and to obtain, as liquidated damages by reason of a termination arising out of the provisions of this Section, an amount equal to the maximum allowed by any statute or any rule of law in effect as of the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount be greater, equal to or less than the amount of liquidated damages computed under this Subsection 23.4.

23.5. RENT DURING HOLDOVER. If Tenant fails to vacate the Premises at any time after termination of this Lease as provided in Subsection 23.2, then Landlord shall be entitled to the benefit of all summary proceedings to recover possession of the Premises at the end of the Term, as if statutory notice had been given. If Tenant remains in possession of the Premises after the expiration of the Term, such action shall not renew the Lease by operation of law and nothing herein shall be deemed as a consent by Landlord to Tenant's remaining in the Premises. If Tenant fails to vacate the Premises as required, Landlord may consider Tenant as either (i) a "Tenant-at-Will" liable for the payment of double the Basic Rent payable at the end of the Term or (ii) as a "Tenant-Holding-Over" liable for an amount equal to the actual damages incurred by Landlord as a result of Tenant's holding over, including, without limitation, all incidental, prospective and consequential damages and attorney's fees, but in no event shall such amount be less than the amounts of (a) double the Basic Rent payable at the end of the Term and (b) the Additional Rent reserved hereunder applicable to the period of the holdover. In either event, all other covenants of this Lease shall remain in full force and effect.

23.6. NO IMPLIED WAIVER OF LANDLORD'S RIGHTS. The failure of Landlord to insist in any one or more instances upon the performance of any of the covenants or conditions of this Lease, or to exercise any right or privilege herein conferred shall not be construed as thereafter waiving or relinquishing Landlord's right to the performance of any such covenants, conditions, rights or privileges, and the same shall continue and remain in full force and effect, and the waiver of one default or right shall not constitute waiver of any other default, and the receipt of any Rent by Landlord from Tenant or any assignee or subtenant of Tenant, whether the same be Rent that originally was reserved or that which may become payable under any covenants herein contained, or of any portion thereof, shall not operate as a waiver of Landlord's right to enforce the payment of the Rent or of any of the other obligations of this Lease by such remedies as may be appropriate, and shall not waive or avoid Landlord's right at any time thereafter to elect to terminate this Lease, on account of such assignment, sub-letting, transferring of this Lease or any other breach of any covenant or condition herein contained, unless evidenced by Landlord's written waiver thereof. The acceptance of Rent or any other consideration by Landlord at any time shall not be deemed an accord and satisfaction, and Landlord shall have absolute discretion to apply same against any sum for any period or reason due hereunder without the same constituting a release of any other sums remaining due and unpaid.

23.7. WAIVER OF JURY TRIAL.

23.7.1. LANDLORD AND TENANT HEREBY JOINTLY AND SEVERALLY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY LANDLORD OR TENANT ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES AND/OR ANY CLAIM OF INJURY OR DAMAGE. THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES OTHER THAN LANDLORD OR TENANT.

23.7.2. Landlord and Tenant make this waiver knowingly, willingly and voluntarily. Each party represents that no representations of fact or opinion have been made by any individual to induce this mutual waiver of trial by jury or to in any way modify or nullify its effect. If landlord commences any summary proceeding for

nonpayment of Rent or for possession of the Premises Tenant will not interpose and hereby waives any counterclaim of whatever nature or description in any such proceeding. Tenant further waives the right to remove said summary proceeding to any other court or to consolidate said summary proceeding with any other action, whether brought prior or subsequent to such summary proceeding. This shall not, however, be construed as a waiver of Tenant's right to assert such claims in any separate action or actions brought by Tenant. [SEE RIDER]

23.7.3. Landlord and Tenant acknowledge and declare that the resolution of disputes by trial before a jury in the circuit courts of this state inevitably entails considerable expense, complication and delay, and that the prompt, economical and efficient judicial resolution of any disputes which may arise between them will best be promoted by giving effect to the foregoing waiver. Such waiver was a material inducement to the parties' agreement to enter into the Lease; and, accordingly, the parties irrevocably and unalterably agree as follows: [SEE RIDER]

23.7.3.1. If, in derogation of the foregoing waiver, either Landlord or Tenant shall pray trial by jury in any action, proceeding or counterclaim brought by either of them on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises and/or any claim of injury or damage, then the party making such prayer shall pay the other party, without demand, the sum of One Thousand Dollars ($1,000.00) per week, or fraction thereof, accounting from the date of such prayer until the actual date of commencement of trial of the matter, whether before a jury or otherwise. The first payment shall be made commencing on the date of prayer for jury trial, and payments shall continue thereafter on the same day of the week for each successive week until commencement of trial. In addition to the foregoing payments, such party shall also pay to the other party all of the latter's costs, fees and expenses, including attorney's fees, incurred in attempting to enforce the foregoing waiver. Such payments shall be paid upon demand. Payments shall be made, if by Tenant, to Landlord's Rental Payment Address, and if by Landlord, to Tenant's Notice Address.

23.7.3.2. The foregoing payments are expressly and unalterably declared not to be a penalty, but as recompense for the cost, expense and delay which the parties anticipate and agree will be incurred because of an action of either party in derogation of the foregoing waiver. The foregoing payments shall be due and payable without regard to the success or failure of either parties' claims on the merits in the subject litigation.

23.7.3.3. The parties hereto irrevocably and unalterably agree that the failure of any party to make payments as provided in this Section shall, in all legal proceedings between them, conclusively be deemed to constitute, and be interpreted by the court as constituting, such party's immediate agreement for the complete and irrevocable withdrawal and dismissal of such party's jury trial prayer and, if applicable, to the remand of the proceeding to the forum in which the proceeding was originally filed.

24. CONSENT TO REQUESTS. If Tenant requests Landlord's consent on any matter as to which Landlord's consent is required to be obtained under this Lease, and Landlord fails or refuses to give such consent, then Tenant shall not be entitled to any damages for Landlord's withholding of its consent, it being intended that the sole and exclusive remedy for a wrongful withholding of consent shall be an expedited arbitration of the dispute in the following manner. The Tenant may initiate the arbitration within ten (10) days after receiving Landlord's notice of denial of consent, by sending Landlord notice of Tenant's demand for arbitration of the matter, referencing this Section. Tenant's notice shall also name Tenant's proposed arbitrator, who shall be an attorney licensed to practice law in the State of Maryland whose practice is primarily real estate sales and leasing transactions. Within five (5) days following receipt of Tenant's nomination Landlord shall send a responsive notice accepting Tenant's nominee, or rejecting such nominee and proposing an alternate arbitrator for Tenant's approval. If Landlord fails to respond within such time then Tenant's nominee shall be deemed approved. If any alternate nominee proposed by Landlord is in turn rejected by Tenant, so that the parties cannot agree upon an arbitrator within five (5) business days after Landlord's response, then the arbitrator shall be appointed, at the request of either party, by the chief judge of the third judicial circuit of Maryland. A prerequisite for such appointment shall be the arbitrator's commitment to consider the matter and render a determination within thirty (30) days of the date of the selection of the arbitrator. The jurisdiction of the arbitrator in any such proceeding shall be limited to rendering a determination as to whether the withholding was reasonable or unreasonable, and such determination shall be final and binding upon the parties. Each party shall submit its position to the arbitrator, and the losing party shall pay all of the costs of the arbitration and the reasonable attorneys' fees and costs incurred by the prevailing party in connection with the arbitration. Except as otherwise provided herein, the procedures for the arbitration shall be in accordance with the rules of the American Arbitration Association.

25. QUIET POSSESSION. Tenant, if and so long as it pays all Rent due hereunder, performs and observes the other terms and covenants to be performed and kept by it as provided in this Lease, and complies with the restrictions and easements of record, shall peaceably and quietly have, hold and enjoy the Premises without hindrance, ejection or molestation by Landlord or any person lawfully claiming through or under Landlord, subject nevertheless, to the provisions of this Lease and to any Superior Lessor and any Superior Mortgage. This covenant shall be construed as a covenant running with the land, and is not, nor shall it be construed as a personal covenant of Landlord, except to the extent of Landlord's interest in this Lease and only so long as such interest shall continue, and thereafter this covenant shall be binding only upon subsequent successors in interest of Landlord's interest in this Lease, to the extent of their respective interests, as and when they shall acquire the same, and so long as they shall retain such interest.

26. NOTICES. All notices required or permitted to be given hereunder shall be in writing and shall be conclusively presumed to have been received one day after depositing into the United States mail, if delivery is by postage paid registered or certified mail, or by telecopier, or by FEDEX or other nationally recognized overnight courier service. Any notice in any other manner shall be deemed given when actually received. Any notice given by telecopier shall be promptly sent by first class mail, postage prepaid, as well. All notices to be sent to the Tenant shall be sent care of the Tenant's Notice Address. Notices to Landlord shall be delivered or addressed to Landlord's Notice Address, with a copy to any other persons designated by Landlord. Either party may, at any time, in the manner set forth for giving notices to the other, set forth a different address to which notices to it shall be delivered or sent.

27. TENANT'S CERTIFICATE. Tenant agrees at any time, and from time to time, within ten (10) days after Landlord's written request, to execute, acknowledge and deliver to Landlord a written instrument in recordable form certifying or stating: (i) that this Lease is unmodified and in full force and effect (or if there shall then have been modifications, that the same is in full force and effect as so modified, and setting forth such modifications); (ii) that the Premises have been completed by Landlord in accordance with Section 4 hereof (or if not so completed, stating the respects in which not completed);
(iii) that Tenant has accepted possession of the Premises, the date upon which the Term has commenced and the date of the expiration of the Term of this Lease;
(iv) the dates to which Rent and other charges have been paid in advance, if any; (v) whether or not, to the best knowledge of the signer of such certificate, Landlord is then in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying in detail each such default of which the signer may have knowledge; (vi) as to any other matters as may be reasonably so requested; and (vii) that it is understood that such instrument may be relied upon by any prospective purchaser, mortgagee, assignee or lessee of Landlord's interest in this Lease, in the Center, or any portion or part thereof.

28. THE LANDLORD. As used herein, the term "Landlord" means the Landlord named hereinabove as well as its successors and assigns, and any other subsequent owner of the leasehold estate or reversion in the Center, as well as the heirs, personal representatives, successors and assigns of any such subsequent owner, each of whom shall have the same rights, remedies, powers, authorities and privileges as he would have had if he had originally signed this Lease as Landlord, but any such person, whether or not named herein, shall have no liability hereunder after he shall cease to hold the title to or a leasehold interest in the said real estate, except for obligations which may have theretofore accrued. Neither Landlord nor any principal of Landlord, whether disclosed or undisclosed, shall have any personal liability with respect to this Lease, the Premises and the Center. After Tenant has accepted and taken occupancy of the Premises, Tenant shall look only to Landlord's estate and property in the Center (or the proceeds thereof) for the satisfaction of Tenant's remedies for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of Landlord or its partners or principals, disclosed or undisclosed shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant's remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or Tenant's use or occupancy of the Premises.

29. THE TENANT. As used herein, the term "Tenant" means the Tenant named in this Lease as well as its heirs, personal representatives, successors and assigns, each of which shall be under the same obligations, liabilities, and disabilities and have only such rights, privileges and powers as it would have possessed had it originally signed this Lease as Tenant. However, no such rights, privileges or powers shall inure to the benefit of any assignee of Tenant, immediate or removed, unless the assignment to such assignee shall have been consented to in writing by the Landlord, as aforesaid. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after

the date of such assignment. Any such Assignee shall upon demand execute and deliver unto Landlord an instrument confirming such assumption.

30. RECORDING. Neither this Lease, nor any memorandum, affidavit, or other writing with respect thereto, shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant, and the recording thereof in violation of this provision, shall (i) be deemed an Event of Default and, (ii) at Landlord's election, make this Lease null and void.

31. APPLICABLE LAW. This Agreement shall be given effect, and shall be construed by application of the law of Maryland.

32. SEVERABILITY. If any term or provision of this Lease shall to any extent be held invalid or unenforceable, the remaining terms and provisions of this Lease shall not be affected hereby, but each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

33. ACCEPTABILITY OF THE PREMISES FOR PERMITTED USE. By its entry into this Lease, Tenant represents and acknowledges to Landlord that Tenant has satisfied itself as to the use which it is permitted to make of the Premises and has inspected the Premises, and the streets, sidewalks, curbs, utilities and access ways contiguous to or adjoining the same, that the same are in all ways acceptable to Tenant for use by Tenant for the Permitted Use pursuant to this Lease, in the condition or state in which they are now found and that Landlord has made no express or implied warranty, representation or covenant to or with Tenant with respect to the same, other than as may be set forth expressly herein. All the terms, covenants, and conditions hereof are in all respects subject and subordinate to all zoning restrictions affecting the Premises, and the Building in which they are located, and Tenant agrees to be bound by such restrictions. Landlord further does not warrant that any license or licenses, permit or permits, which may be required for the business to be conducted by Tenant on the Premises will be granted, or, if granted, will be continued in effect or renewed, and any failure to obtain such license or licenses, permit or permits, or any revocation thereof or failure to renew the same, shall not release the Tenant from its obligations under this Lease Agreement.

34. RELOCATION. Landlord reserves the right at its option and at Landlord's sole cost and expense (including all moving expenses of Tenant) to relocate the Premises hereby leased to another area within the Center, provided such new location shall be comparable to the Premises hereby leased and provided Landlord gives Tenant thirty (30) days' prior written notice of such relocation.
[SEE RIDER]

35. BROKERAGE. Tenant warrants that it has had no dealings with any broker or agent in connection with this Lease other than the Named Broker, whose commission Landlord covenants and agrees to pay in the amount agreed between Landlord and such broker or brokers. Tenant covenants to pay, hold harmless and indemnify Landlord from and against any and all costs, expense or liability for any compensation, commissions or charges claimed by any broker other than those stated above or any other agent with respect to this Lease or the negotiation thereof.

36. ENTIRE AGREEMENT. The Lease, including these General Terms and Conditions to Agreement of Lease, and the Exhibits and Schedules attached hereto set forth all the promises, agreements, conditions and understandings between Landlord and Tenant with respect to the Premises, and there are no promises, agreements, conditions or understandings, either oral or written, between them other than are herein set forth. No subsequent alteration, amendment, change or addition to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed and delivered by each of them.

37. HEADINGS. The headings of the sections and subsections hereof are provided herein for convenience of reference only, and shall not be considered in construing the contents of such sections or subsections.

38. FORCE MAJEURE. The obligations of the parties hereunder shall be in no wise affected, impaired or excused, nor shall either party have any liability whatsoever to the other, except as to Tenant's obligation to pay Rent, because: (i) either party is unable to fulfill, or is delayed in fulfilling any of its obligations under this Lease by reason of strike, other labor trouble, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, or any other cause, whether similar or dissimilar, beyond their reasonable control; or (ii) of any failure or defect in the supply, quantity or character of electricity, water or other utilities furnished to the by reason of any requirement, act or omission of the public utility or

others serving the Building with electric energy, steam, oil, gas or water, or for any other reason whether similar or dissimilar, beyond Landlord's reasonable control.

39. JOINT AND SEVERAL LIABILITIES. If two or more individuals, corporations, partnerships or other business associations (or any combination of two or more thereof) shall sign this Lease as Tenant, the liability of each such individual corporation, partnership or other business association to pay Rent and perform all other obligations hereunder shall be deemed to be joint and several. In like manner, if the Tenant named in this Lease shall be a partnership or other business association, the members of which are, by virtue of statute or general law, subject to personal liability, the liability of each such member shall be joint and several.

40. EFFECT OF DELIVERY. Landlord has delivered a copy of this Lease to Tenant for Tenant's review only, and the delivery does not constitute an irrevocable offer to Tenant or an option to lease. Because the Premises are on the open market and are presently being shown, this Lease should be treated as a revocable offer, with the Premises being subject to prior lease, and such offer is subject to withdrawal or non-acceptance by Landlord or to other use of the Premises at any time and without notice. This Lease shall not be valid or binding unless and until signed by Tenant, delivered to Landlord, and accepted and signed by Landlord.

41. TIME. Time is of the essence of this Lease.

FRANKLIN RIDGE I

RIDER ATTACHED TO AND MADE A PART OF THE
FRANKLIN RIDGE I AGREEMENT OF LEASE
DATED JUNE 28th, 2000
BY AND BETWEEN
NOTTINHAM VILLAGE, INC., AS LANDLORD,
AND
ALEGIS GROUP L.P. AND SHERMAN FINANCIAL GROUP, LLC, AS TENANT

This Rider to Lease is, or is intended to be, executed contemporaneously with the above-referenced Lease, to be attached thereto and to form an integral part thereof. The Landlord and the Tenant agree that the terms of the Lease shall be and are hereby amended, deleted or amended and restated as follows. In case of any conflict between the terms and conditions of the Lease and this Rider, the terms of this Rider shall control.

1. TERM. Section 3 of the General Terms and Conditions to Lease is deleted in its entirety and the following provision is substituted:

The Term of this Lease shall commence upon the date, following substantial completion of the Leasehold Improvements, on which Landlord tenders to Tenant the keys to the Premises or other indicia of possession with respect thereto, indicating that Tenant may enter into possession of the Premises for the Term, or otherwise tenders delivery of the Premises to Tenant, in writing, and terminating (unless sooner terminated pursuant to the provisions of this Lease) on the last day of the last calendar month of the Term. Landlord shall endeavor to provide Tenant with at least thirty (30) days' prior notice of the projected date of substantial completion and the proposed Commencement Date of the Term. The Commencement Date shall be conclusively confirmed by Landlord to Tenant in writing; and, at the request of either of them, the parties shall also enter into a supplementary agreement or certificate, acknowledging that Tenant has accepted possession and setting forth the Commencement Date and the date of termination of the Term. "Substantial completion" means that the Leasehold Improvements to be performed by Landlord as required by Subsection 4.1 have been substantially completed, except for so-called punch list items, and that they are ready for Tenant to commence the installation of its trade fixtures, equipment and inventory, and so certified to by the Landlord or its representative. Beginning with the execution of this Lease, but prior to the Commencement Date, Tenant shall be subject to all of the terms and provisions of this Lease excepting only those requiring the payment of Rent and the conduct of business.

2. COMPLETION OF LEASEHOLD IMPROVEMENTS. Section 4.1 of the Lease is amended to provide that Landlord shall afford Tenant an allowance in an amount not to exceed $1,680.00 toward the cost to complete the Final Plans and Specifications.

3. ADJUSTMENT TO BASIC RENT. Section 4.2 of the General Terms and Conditions to Lease is deleted in its entirety and the following provision is substituted:

a. Landlord's contractor, Nottingham Construction Company, has estimated that the total cost to complete the Leasehold Improvements, based upon Preliminary Plans and Specifications dated February 3, 2000, and the Landlord's contractor's bid estimate based thereon, is $393,120.00. The parties acknowledge and agree that the Basic Rent set forth in Lease Section 1.1 incorporates Landlord's allowance in the amount of $386,400.00 toward the cost of completion of the Leasehold Improvements (the "Allowance"). Subject to the provisions of Subsection
(c) below Tenant agrees to pay the difference between such cost and the Allowance in one or more installments on or before the Commencement Date. To the extent that all of the Allowance is not expended in the completion of Leasehold Improvements in accordance with the Final Plans and Specifications any unexpended portion will be applied to Tenant's Basic Rent obligation as the same comes due and payable under

the Lease.

b. Further, the parties acknowledge that the Allowance may be exceeded either by (i) the actual cost calculated by Landlord with reference to the Final Plans and Specifications, or else (ii) due to changes to the Final Plans and Specifications which Tenant may request to made during construction of the Leasehold Improvements. If the actual cost of constructing the Leasehold Improvements exceeds the Allowance in either of such cases, then Landlord shall have the right and option to require Tenant to elect (i) to pay any increase in the actual cost to complete the Leasehold Improvements in excess of the Allowance, in one or more installments on or before the Commencement Date, in installments (50% of the estimated cost increase amount upon Tenant's approval of the cost estimate, 40% of the estimated cost increase in installments during the progress of work, at such time and in such amounts as may be specified, the balance on or before the Commencement Date) or (ii) subject to Landlord's sole right of approval (including Landlord's evaluation of Tenant's creditworthiness) to have Landlord adjust the Basic Rent to reflect Landlord's recalculation of the cost to complete the Leasehold Improvements based upon the Final Plans and Specifications and/or due to such changes, in which case such additional cost, up to an additional amount of $33,600.00, shall be amortized over the Term of the Lease in eighty-four (84) consecutive and equal monthly installments inclusive of interest at the rate of twelve percent (12%) per annum, with any sums in excess of such amount being paid in installments as provided in alternative (i) above. (either (i) or (ii) above being hereinafter referred to as a "Proposed Adjustment").

c. Landlord shall notify Tenant of any Proposed Adjustment when Landlord notifies Tenant of Landlord's approval of the Final Plans and Specifications or when Tenant requests changes to the Final Plans and Specifications during the course of Leasehold Improvement construction. In either case Tenant shall have five (5) days (not counting any intervening Saturday, Sunday or holiday) following the date of receipt of Landlord's notice of a Proposed Adjustment within which to accept or reject the same, and Tenant shall be deemed to have accepted and approved the Proposed Adjustment, if any, unless Tenant shall have notified Landlord to the contrary, in writing, in accordance with
Section 26 of this Lease, within such five (5) day period.

d. If Tenant rejects Landlord's Proposed Adjustment made during preparation of the Final Plans and Specifications then Tenant shall be required to (i) revise its proposed Final Plans and Specifications in order to permit the Leasehold Improvements to be constructed for a sum not to exceed the Allowance or (ii) deliver a notification to Landlord of Tenant's rejection of the Proposed Adjustment, which shall be deemed to be Tenant's election to terminate this Lease. If Tenant fails or refuses to make such revisions and to resubmit conforming Final Plans and Specification within ten (10) days following the date of Tenant's original notice rejecting Landlord's Proposed Adjustment, then Landlord may either (i) make the appropriate revisions to the proposed Final Plans and Specifications so as to conform the same to the Preliminary Plans and Specifications and so that the Leasehold Improvements may be constructed for a cost not to exceed the Allowance (in which case Landlord's costs in making such plans revisions shall be charged to Tenant as Additional Rent) or else, and at Landlord's sole option and discretion, (ii) declare this Agreement null and void and of no further force and effect.

e. If Tenant rejects Landlord's Proposed Adjustment made in response to Tenant's request during construction for changes to the Final Plans and Specifications then Landlord shall not be obligated to accept such proposed change or to perform any construction in accordance with any such proposed change.

f. If, however, Tenant accepts a Proposed Adjustment (either by failure of response or else by express notice of acceptance given within the required five (5) day period as above set forth) then Tenant agrees to execute and acknowledge such instruments confirming such acceptance as Landlord may from time to time require, in which case Landlord shall construct or cause to be constructed all of the Leasehold Improvements required by the Final Plans and Specifications, including all agreed-upon changes thereto.

g. All such construction is to be performed by Landlord's contractor, Nottingham Construction

Company, pursuant to a contract generally providing for the completion of the Leasehold Improvements for a price equal to such contractor's cost of Leasehold Improvements (subcontractors' prices plus fees, design costs and permits) plus a fixed percentage of the same. All work to be performed by subcontractors of Landlord's contractor under this
Section shall be competitively bid. Tenant shall have the right to submit subcontractors for consideration, to supervise the subcontractor selection process and to approve the selection of each subcontractor and the final subcontract bid; provided, however, that Landlord shall have the right to disapprove any subcontractor so selected if in Landlord's reasonable judgment the competence or creditworthiness of such subcontractor is unsatisfactory.

h. Landlord shall obtain all permits required in connection with such work, and the cost of all fees in connection with the issuance of such permits shall be included within the Allowance or otherwise reimbursed by Tenant. Landlord shall make application for all required permits not later than five (5) business days following receipt of Final Plans and Specifications and agreement as to all Proposed Adjustments.

i. Upon taking possession and occupying the Premises, Tenant shall thereby be deemed to have accepted the same, with the exception of those items contained in an agreed-upon punch-list and to have acknowledged that the Premises are in the condition called for hereunder and under the Final Plans and Specifications. Under no circumstances shall Landlord be liable to Tenant for damages for any delay in commencing or completing construction of the Premises or for a total failure to complete or deliver the same. Landlord shall have a reasonable time to correct all punchlist items.

4. DELAY IN DELIVERY OF PREMISES. Section 4.3 of the General Terms and Conditions to Lease is deleted in its entirety and the following provision is substituted:

If the Premises are not ready for Tenant's occupancy within six (6) months following the date of this Lease, this Lease shall terminate, Landlord shall return any Deposit previously delivered by Tenant, and all rights and obligations of the parties shall terminate, and Landlord shall not be subject to any liability therefor except to the extent set forth herein. Termination under this Section shall be Tenant's sole remedy and Tenant shall have no other rights or claims hereunder at law or in equity except that Landlord shall return to Tenant promptly after any termination any Deposit previously tendered to Landlord.

Landlord will use commercially reasonable efforts (exclusive of the commencement of litigation) to complete the Leasehold Improvements so that the Premises shall be ready for occupancy and the Commencement Date achieved within ninety (90) days after the satisfaction of the last to occur of the following conditions: (i) Tenant shall have fully signed and delivered this Lease to Landlord for acceptance and signature; (ii) Final Plans and Specifications shall have been prepared and approved (iii) any and all Proposed Adjustments to the cost of completion of Leasehold improvements shall have been agreed upon and
(iv) all construction permits with respect to the Premises shall have been issued by applicable governmental authorities. The nintieth day following the satisfaction of the last of such conditions is hereinafter referred to as the "Commencement Date Milestone".

If the Commencement Date shall not have been achieved within such ninety (90) day period then Tenant shall accept the Premises at the earliest practicable date thereafter on which Landlord is able to deliver the same, in which case, upon commencement of the Term and Tenant's Basic Rent obligation, Tenant shall receive a credit against Tenant's Basic Rent obligation in an amount equal to the per diem Basic Rent rate (i.e., $690.00) multiplied by the number of days which shall have elapsed accounting from the Commencement Date Milestone, as extended, until the actual Commencement Date. Such credit shall be applied to Tenant's monthly installment obligation for Basic Rent beginning as of the Commencement Date.

5. LATE CHARGE FOR FAILURE TO PAY RENT AND ADDITIONAL RENT; LEGAL EXPENSES; MANAGEMENT FEES.

Section 5.4 and the other sections of the General Terms and Conditions to Lease are amended, where and as necessary, to provide that all references to "attorneys fees" shall be deemed to mean and refer to "reasonable attorney's fees and costs actually incurred"; and "management fees" shall be deemed to mean and refer to "reasonable and customary management fees".

6. HAZARDOUS SUBSTANCES. Section 7.2.1 of the Lease is deleted in its entirety and the following provision is substituted:

Landlord and Tenant agree as follows with respect to the existence of use of "Hazardous Material" (as defined in paragraph
(e)) on the Premises:

(a) Landlord hereby makes the following warranties to Tenant, each of which is made only to the best of Landlord's knowledge as of the date of this Lease: (i) Landlord has not placed or allowed to be placed on the Premises any Hazardous Materials or otherwise violated any Environmental Laws with respect to the Premises which violation remains unremedied; (ii) Landlord has received no notice of, nor does Landlord have any knowledge of placement of Hazardous Materials on the Premises by third parties; (iii) Landlord has made no environmental assessments, audits, tests or sampling to ascertain if the Premises was previously contaminated by Hazardous Materials or the existence of violation of Environmental Laws, nor does it have any knowledge of the existence of any such assessments, audits, tests or samplings; (iv) Landlord has neither filed or been required to file any reports respecting Hazardous Materials with any Appropriate Authority; (v) Landlord has received no notice from any Appropriate Authority respecting Hazardous Materials on the Premises.

(b) The provisions of this Paragraph (b) shall only apply if (i) it is determined at any time by a court of competent jurisdiction that the representations of Landlord contained in Paragraph (a) are not correct and that Landlord had actual knowledge of such incorrectness as of the date of this Lease; or (ii) Landlord, its agents, employees or contractors (but not tenants of Landlord or their agents, employees or contractors) violate any Environmental Laws with respect to the Premises. If this Paragraph (b) applies because of an occurrence described in the immediately preceding sentence, then the following shall apply:

(1) Landlord shall be responsible for all costs incurred in complying with all Environmental Laws which relate to the occurrence in question; and,

(2) Landlord shall indemnify, defend and hold Tenant harmless from and against any and all claims, judgements, damages, penalties, fines, costs, liabilities or losses (including, without limitation, sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees) which arise during or after the Term from or in connection with the Hazardous Materials and the occurrence in question except for Tenant's lost profits or damages or loss to Tenant's business.

(c) Tenant shall (i) not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Premises by Tenant, its agents, employees, contractors or invitees, without the prior written consent of Landlord (which Landlord shall not unreasonably withhold as long as Tenant demonstrates to Landlord's reasonable satisfaction that such Hazardous Material is necessary or useful to Tenant's business and will be used, kept and stored in a manner that complies with all Environmental Laws regulating any such Hazardous Material so brought upon or used or kept in or about the Premises). If it is determined by a court of competent jurisdiction that Tenant has breached the obligations stated in the preceding sentence, or if the presence of Hazardous Material on the Premises caused or permitted by Tenant results in contamination of the Premises, the Building or the Center generally or if contamination of the Premises, the Building or the Center by Hazardous Material otherwise occurs for which Tenant is legally liable to Landlord for damage resulting therefrom, then Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgements, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution in value of the Premises, the Building and the Center generally, damages for the loss or

restriction on use of rentable or usable space or of any amenity of the Building or the Center generally, damages arising from any adverse impact on marketing of space in the Building, and sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees) which arise during or after the Term as a result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under the Premises or the Center generally. Without limiting the foregoing, if the presence of any Hazardous Material on the Premises caused or permitted by Tenant results in any contamination of the Premises or the Center generally, Tenant shall promptly take all actions at its sole expense as are necessary to return the Premises to the condition existing prior to the introduction of any such Hazardous Material to the Premises; provided that Landlord's approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises or the Center generally.

(d) It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or sublease otherwise permitted pursuant to Section 8 of the Lease if (i) the proposed transferee's anticipated use of the Premises involves the generation, storage, use, treatment or disposal of Hazardous Material; (ii) the proposed transferee has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such transferee's actions or use of the property in question; or (iii) the proposed transferee is subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material.

(e) As used herein, the following terms have the meanings ascribed:

(i) "Appropriate Authorities" means all federal, state or County Governments, or the departments, commissions, boards and officers thereof having jurisdiction over the administration and enforcement of Environmental Laws, and such public or other officials as are required to approve particular permits, licenses, consents, waivers or other approvals needed in connection with the use, storage or disposal of Hazardous Materials.

(ii) "Environmental Laws" means the Clean Air Act, the Resource Conservation Recovery Act of 1976, the Hazardous Material Transportation Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Consumer Product Safety Act, the Clean Water Act, the Federal Water Pollution Control Act, the National Environmental Policy Act, Md. Nat. Res. Code Ann., Title 8, and Md. Env. Code Ann., Title 7, as each of the foregoing shall be amended from time to time, and any similar or successor laws, federal, state or local, or any rules or regulations promulgated thereunder.

(iii) Hazardous Materials" means and includes asbestos;"oil, petroleum products and their by-products"; "hazardous substances"; "hazardous wastes" or "toxic substances", as those terms are used in Environmental Laws; or any substances or materials listed as hazardous or toxic in the United States Department of Transportation Table, or by the Environmental Protection Agency or any successor agency under any Environmental Laws.

7. ANNUAL DISCLOSURE. Section 7.2.3 of the General Terms and Conditions to Lease is deleted in its entirety and the following provision is substituted:

At any time during the Term, upon request by Landlord, Tenant shall disclose to Landlord the names and amounts of all Hazardous Materials, or any combination thereof, which were stored, used, or disposed of on the Premises, or which Tenant intends to store, use, or dispose of on the Premises.

8. RIGHT OF INSPECTION. Section 7.2.4 of the General Terms and Conditions to Lease is deleted in its entirety and the following provision is substituted:

Landlord and Landlord's Agents shall have the right, but not the obligation, to make regular annual inspections, investigations, sampling or monitoring of the Premises and Tenant's operations therein to determine whether Tenant is complying with the terms of this Section.

9. TRANSFER. Section 8.1 of the Lease is deleted in its entirety and the following provision is substituted:

Tenant agrees for itself and its permitted successors and assigns in interest hereunder that it will not (i) assign or otherwise transfer, mortgage or otherwise encumber this Lease or any of its rights hereunder; (ii) sublet the Premises or any part thereof or permit the occupancy or use of the Premises or any part thereof by any person other than Tenant; or (iii) permit the assignment or other transfer of this Lease or any of Tenant's rights hereunder by operation of law, including any levy or sale in execution of a judgment or any assignment or sale in bankruptcy, or insolvency, or the appointment of a receiver or trustee by any state or federal court, without the prior written consent of Landlord in each instance first obtained, which consent shall not be unreasonably withheld, as provided below. Each of the events referred to in the foregoing clauses (i), (ii) and (iii) are hereinafter referred to as a "Transfer"; and any transferee, assignee, mortgagee, sublessee or occupant with respect thereto is hereinafter referred to as a "Transferee". Any consent given to any one Transfer shall not constitute a consent to any subsequent Transfer. Any attempted Transfer without Landlord's consent shall be null and void and shall not confer any rights upon any purported Transferee. No Transfer, regardless of whether Landlord's consent has been granted or withheld, shall be deemed to release Tenant from any of its obligations hereunder or to alter, impair or release the obligations of any person guaranteeing the obligations of Tenant hereunder.

CONDITIONS. Notwithstanding (and without limiting) any other provisions of this Section, subsequent to the Commencement Date Landlord agrees not to unreasonably withhold its consent to an assignment of this Lease or a subletting of the entire Premises by Tenant named herein, provided that:

(a) INFORMATION ON ASSIGNEE OR SUBTENANT. If Tenant desires to Transfer this Lease in whole or in part, Tenant shall submit to Landlord (i) in writing, the name and address of the proposed Transferee, a reasonably detailed statement of the proposed Transferee's business, and reasonably detailed information as to the character, reputation and business experience of the proposed assignee or subtenant, as well as reasonably detailed financial references and information concerning the financial condition of the proposed Transferee (including, at Tenant's expense, a current Dun & Bradstreet report and a financial statement certified as being true and correct by the chief financial executive of the proposed assignee or subtenant); (ii) a fully executed copy of the proposed Transfer document, the effective date of which shall be at least thirty (30) days after the date on which Tenant shall have furnished Landlord with all of the information required pursuant to (i) above and which shall be conditioned on Landlord's consent thereto; and (iii) an agreement in form and substance satisfactory to Landlord by Tenant to indemnify Landlord against liability resulting from any claim made against Landlord by the proposed Transferee or by any broker claiming a commission in connection with the proposed Transfer.

(b) TENANT NOT IN BREACH OR DEFAULT. No Event of Default on Tenant's part can exist at the time of the consent request and at the effective assignment or subletting date;

(c) TERMS OF LEASE GOVERN. Any assignment or subletting will be upon and subject to all terms and conditions of this Lease, including those regarding the Permitted Use of the Premises;

(d) ASSUMPTION; ATTORNMENT. Any assignment must specifically state
(and, if it does not, it will be deemed to specifically state) that the assignee assumes and agrees to be bound by all terms and conditions of this Lease, and any sublease must specifically state (and, if it does not, it will be deemed to specifically state) that at Landlord's election the subtenant will attorn to Landlord and recognize Landlord as Tenant's successor under the sublease for the

balance of the sublease term if this Lease is surrendered by Tenant or terminated by reason of Tenant's default;

(e) PROCESSING FEE. Upon request and as additional rent Tenant will pay to Landlord a transfer review fee of $200.00, as provided elsewhere in this Section;

(f) ADDITIONAL SECURITY. Upon request the assignee (in the case of a proposed assignment) or Tenant (in the case of a proposed subletting) will increase the original security deposit hereunder to such amount as is commercially reasonable (or if no security was initially deposited hereunder, will post with Landlord such security as Landlord may require); and

(g) APPROVAL BY MORTGAGEE. The assignment or subletting must first be approved in writing by any mortgagee of Landlord having the right of approval thereof.

DENIAL OF CONSENT NOT UNREASONABLE. Without limiting Landlord's rights, it is agreed that Landlord will not be deemed to be unreasonable if it does not approve any assignee or subtenant which will:

(a) perform governmental or quasi-governmental functions or dispense medical, relief or social welfare services; or

(b) Operate an employment service, a messenger or an answering service, or any business that in Landlord's opinion is unsuitable for the then tenant mix and character of the Center; or

(c) Result in the subletting, or subletting and assignment, of the Premises for occupancy by more than two (2) sublessees or assignees.

10. CORPORATE TRANSFER. Section 8.2 of the Lease is deleted in its entirety and the following provision is substituted:

Tenant may assign this Lease, at any time during the Term of this Lease, to any parent, subsidiary or affiliate corporation of Tenant or to the surviving corporation in connection with a merger, consolidation or acquisition between Tenant and any of its subsidiaries or any other corporation, or in connection with the sale of all or substantially all of the property and assets of the Tenant, upon prior notice to Landlord but without Landlord's prior written consent, provided, in the case of any assignment, (i) the net worth of the assignee corporation shall be reasonably satisfactory to Landlord; (ii) such assignee continues to operate the business conducted in the Premises for the Permitted Use and in the same manner as Tenant and pursuant to all of the provisions of this Lease; (iii) such assignee corporation shall assume in writing in a form reasonably satisfactory to Landlord all of Tenant's obligations hereunder; (iv) Landlord shall be furnished with a copy of such assignment within ten (10) days prior to the effective date of the proposed assignment or other transfer thereof; and (v) Tenant to which the Premises were initially leased shall continue to remain liable on this Lease for the performance of all terms including, but not limited to, payment of all rentals and other sums due under this Lease (unless the Tenant to which the Premises were initially leased does not survive such merger, consolidation or acquisition).

11. REQUEST FOR TRANSFER. Section 8.3 of the General Terms and Conditions to Lease is deleted in its entirety and the following provision is substituted:

Tenant's notice and request for Landlord's consent to Transfer shall also be deemed to constitute Tenant's offer to reconvey to Landlord, as of the proposed effective date of the Transfer, that portion of the Premises which is the subject of the proposed Transfer, which offer shall contain an undertaking by Tenant to accept, as full and adequate consideration for the reconveyance, Landlord's release of Tenant from all future Rent and other obligations under this Lease with respect to the Premises or the portion thereof so reconveyed. Landlord, in the sole and unfettered exercise of

its discretion, shall accept or reject the offered reconveyance within thirty (30) days of the offer, and, if Landlord accepts, the reconveyance shall be evidenced by an agreement in form and substance acceptable to Landlord.

12. TRANSFER INSTRUMENT. Sections 8.7 of the Lease is deleted as redundant based upon the revisions to Lease above set forth.

13. SURRENDER. Section 9.2 of the General Terms and Conditions to Lease is deleted in its entirety and the following provision is substituted:

Unless sooner terminated pursuant to the provisions hereof, this Lease shall expire absolutely upon the expiration of the Term without the necessity of any notice or other action from or by either party hereto. At the expiration or earlier termination of the Term of this Lease, Tenant shall peaceably surrender the Premises in broom clean condition and good order and repair and otherwise in the same condition as the Premises were upon the commencement of this Lease, except (i) ordinary wear and tear, (ii) to the extent that the Premises is not required to be repaired or maintained by Tenant and (iii) damage by fire or other Casualty. Tenant further agrees that during the six (6) month period preceding the expiration date of the Term, Landlord may place upon the Premises a FOR RENT sign.

14. REMOVAL OF PERSONAL PROPERTY. Section 9.4 of the General Terms and Conditions to Lease is deleted in its entirety and the following provision is substituted:

At the expiration or earlier termination of the Term of this Lease, Tenant shall immediately remove all personal property which it owns and is permitted to remove from the Premises under the provisions of this Lease and, if Tenant fails to do so, and such failure continues more than ten (10) days following written notice from Landlord, then Landlord at its option may either (i) cause that property to be removed at the risk and expense of Tenant (both as to loss and damage) in which case Tenant hereby agrees to pay all reasonable costs and expenses incurred thereby, including sums paid to store the property elsewhere, together with the costs of any repairs to the Premises caused by the removal of the property; (ii) upon ten (10) days written notice to Tenant, which the parties agree is commercially reasonable, sell at public or private sale any or all of such property, whether exempt or not from sale under execution or attachment (such property being deemed charged with a lien in favor of Landlord for all sums due hereunder) with the proceeds to be applied as set forth in Subsection 24.2.2, or
(iii) at Landlord's option, title shall pass to Landlord.

15. TRADE FIXTURES. Section 9.5 of the General Terms and Conditions to Lease is deleted in its entirety and the following provision is substituted:

All trade fixtures installed by Tenant in the Premises, other than Alterations, shall remain the property of Tenant and shall be removable from time to time and also at the expiration of the Term of this Lease or other termination thereof. Tenant further agrees to restore the Premises to their original condition, fair wear and tear excepted, upon removal of such fixtures.

16. REPAIRS TO BE MADE BY LANDLORD. Section 10.1.1. of the General Terms and Conditions to Lease is deleted in its entirety and the following provision is substituted:

Except as otherwise provided in this Section, Landlord shall maintain
(i) the structural soundness and watertight integrity of the roof of the Building and roof membrane; (ii) the structural soundness and appearance of the exterior walls of the Building (excluding all doors and locks, door frames, storefronts, windows and glass within the Premises); and (iii) the structural columns and floors (excluding floor coverings such as carpet and floor tile) of the Premises and the Building, provided Tenant gives Landlord written notice specifying the need for and nature of such repairs; and further provided, however, that if Landlord is required to make any repairs to such portions of the Premises or Building by reason, in whole or in part, of the negligent act or failure to act by Tenant or Tenant's

contractors or subcontractors or its or their agents or employees, or by reason of any unusual use of the Premises by Tenant (whether or not such use is contemplated within the definition of the Permitted Use) then Landlord may collect the cost of such repairs, as Additional Rent, upon demand.

17. REPAIRS TO BE MADE BY TENANT. Section 10.2 of the Lease is amended to provide that Landlord shall warrant the HVAC, mechanical, plumbing and electrical systems servicing the Premises to be in good order and repair for a period of ninety (90) days following the Commencement Date. Thereafter, and notwithstanding the provisions of such Section, but provided that Tenant has maintained such maintenance repair and service contract for the HVAC system as therein set forth, if the HVAC system serving the Premises requires replacement during the remainder of the Term, then Tenant shall only be responsible for the payment of a portion of such replacement cost. The Tenant's portion shall equal a fraction of the total replacement cost, the numerator of which shall be the number of years (including fractional parts of years) remaining in the Term, and the denominator of which shall equal ten (10). Landlord shall pay the remainder of such costs. Tenant's share shall be paid to Landlord in consecutive and equal monthly installments over the remainder of the Term.

18. ALTERATIONS BY TENANT. Section 10.4.1 of the General Terms and Conditions to Lease is deleted in its entirety and the following provision is substituted:

Tenant will not make: (i) any alteration, modification, substitution or other change of any nature to the structural, mechanical, electrical, plumbing, HVAC and sprinkler systems within or serving the Premises; nor (ii) any renovations, improvements or other installations in, on or to any part of the Premises (including, without limitation, any alterations of the exterior of the Premises, signs, structural alterations, or any cutting or drilling into any part of the Premises or any securing of any fixture, apparatus, or equipment of any kind to any part of the Premises); nor (iii) any installation or modification of carpeting, walls, partitions, counters, doors, shelves, lighting fixtures, hardware, locks, ceiling, window and wall coverings (all collectively referred to herein as "Alterations"), unless and until Tenant shall have caused complete plans and specifications therefor to have been prepared, at Tenant's expense, by an architect or other duly qualified person, shall have submitted same to Landlord and shall have obtained Landlord's written approval thereof, which consent shall not be unreasonably withheld, conditioned or delayed. If such approval is granted, Tenant shall cause the work described in such plans and specifications to be performed, at its expense, promptly, efficiently, competently and in a good and workmanlike manner by duly qualified and licensed persons or entities, without interference with or disruption to the operations of tenants or other occupants of the Building or the Center. All such work shall comply with all applicable codes, rules, regulations and ordinances and shall be performed by contractors who are approved by Landlord (which consent shall not be unreasonably withheld, conditioned or delayed) and who carry the insurance coverage required in Section 15. Landlord may elect that any Alterations be performed by Landlord or by contractors engaged by and under the direction of Landlord, in which case such Alterations shall nevertheless be made at Tenant's sole cost, payable by Tenant as Additional Rent (provided that, in such case, Landlord's contractor's bid shall not exceed the bid of the lowest qualified bidder suggested by Tenant); and such cost shall include a construction management fee of fifteen percent (15%) of the total cost of the work. Alterations shall only be made after Tenant has obtained any necessary permits from governmental authorities for the Alterations.

19. ROOF AND WALLS; EXCAVATIONS. Section 10.6 of the General Terms and Conditions to Lease is deleted in its entirety and the following provision is substituted:

Landlord shall have the exclusive right to use all or any part of the roof of the Premises for any purpose; to erect additional stories or other structures over all or any part of the Premises; to erect in connection with the construction thereof temporary scaffolds and other aids to construction on the exterior of the Premises, provided that access to the Premises shall not be denied; and to install, maintain, use, repair and replace within the Premises pipes, ducts, conduits, wires and all other mechanical equipment serving other parts of the Building, the same to be in locations within the Premises as will not unreasonably deny or adversely affect Tenant's use thereof. Landlord may make any use it desires of the side or rear walls of the Premises, provided that such use shall not encroach upon the interior of the Premises. If an excavation shall be made upon land adjacent to the Premises,

or shall be authorized to be made, Tenant shall afford Landlord at license to enter the Premises for the purpose of doing such work, and to permit Landlord to make such reasonable installations as Landlord deems necessary to preserve the wall or the Landlord's Building of which the Premises form a part from injury or damage and to support the same by proper foundations. Such entry shall be made without claim for damages or diminution of Rent.

20. USE OF COMMON AREAS; SMOKING AREA. Section 11.1 of the General Terms and Conditions to Lease is amended by adding thereto the following provision:

Smoking or carrying lighted tobacco products is absolutely forbidden within the Premises. Landlord shall designate a smoking area on the Lot or on Landlord's real property lying adjacent to the Lot. Tenant shall be unconditionally liable to insure that Tenant's employees and invitees use Landlord's designated smoking area for its intended purpose, and that such employees and invitees not congregate or loiter in other public areas of the Lot or adjacent property of Landlord or other landowners. Landlord may from time to time relocate the designated smoking area on the Lot or on Landlord's real property lying adjacent to the Lot and in such case shall so notify Tenant.

21. TENANT TO PAY PROPORTIONATE SHARE OF COMMON AREA MAINTENANCE EXPENSES. Section 11.3 of the Lease is amended to provide that, commencing with the Operating Year next following the Commencement Date and thereafter, for each successive Operating Year during the Term, for purposes of calculating Tenant's Proportionate Share of Common Area Maintenance Expenses, total Common Area Expenses shall be deemed not to exceed the lesser of (A) the amount of all Common Area Maintenance Expenses actually incurred by Landlord for such Operating Year or (B) the sum of (i) Landlord's "Uncontrollable Costs" for such Operating Year plus (ii) Landlord's "Controllable Costs" for the Operating Year in effect as of the Commencement Date of the Term, increased by ten percent (10%), cumulatively, for each successive Operating Year which has expired accounting from the Commencement Date of the Lease. For purposes of this Section "Uncontrollable Costs" means Landlord's Common Area Maintenance Expense component costs for snow and ice removal, utilities, insurance costs and security services (if any) for the Operating Year in question; and "Controllable Costs" means all of Landlord's Common Area Maintenance Expenses for the Operating Year in question minus Uncontrollable Costs.

22. TENANT TO PAY PROPORTIONATE SHARE OF COMMON AREA MAINTENANCE EXPENSES. Section 11.3.2 and 11.3.3 of the General Terms and Conditions to Lease are deleted in their entirety and the following provisions are substituted:

11.3.2. Within one hundred twenty (120) days (or such additional time thereafter as is reasonable under the circumstances) after the end of each Operating Year Landlord shall deliver to Tenant a statement of Common Area Maintenance Expenses (the "Expense Statement") for such Operating Year and the monthly installments paid or payable shall be adjusted between Landlord and Tenant, and Tenant shall pay Landlord or Landlord shall credit Tenant's account (or, if such adjustment is at the end of the Term, Landlord shall pay Tenant), as the case may be, within thirty (30) days of receipt of such statement, the amount of any excess or deficiency in Tenant's Proportionate Share of Common Area Maintenance Expenses paid by Tenant to Landlord during such Operating Year. Landlord's failure to provide an Expense Statement within the time prescribed above shall not relieve Tenant of its obligations under this Section.

11.3.3. Following receipt of an Expense Statement Tenant shall have the right to conduct a reasonable review of Landlord's records relating to Common Area Maintenance Expenses for the Operating Year just ended, and to which the Expense Statement relates, provided that Tenant strictly complies with the provisions of this Subsection. No review shall be permitted at any time in which a Default exists under this Lease (including a Default arising by virtue of Tenant's failure to pay any sum deemed Additional Rent, regardless of dispute as to the propriety Landlord's claim for payment). If a Default occurs at any time during the pendency of a review of records then the review right shall immediately cease, and the matters set forth in the Expense Statement under review shall be conclusively deemed correct. No subtenant shall have the right to conduct any such review; and no assignee of Tenant shall have the right to conduct any review with respect to a period antedating the assignment. Tenant shall exercise its right upon not

less than thirty (30) days' prior written notice, given at any time within sixty (60) days following Tenant's receipt of an Expense Statement (time being of the essence). Any such review shall be conducted by Tenant or by an independent certified public accountant of Tenant's choosing that is not being compensated by Tenant on a contingency fee basis. If Tenant employs such a third party reviewer then as a condition precedent to such review Tenant shall deliver to Landlord a copy of Tenant's written agreement with such accountant which shall include provisions which state that (i) Landlord is an intended third-party beneficiary of the agreement, and (ii) the accountant will not in any manner solicit or agree to represent any other tenant of the Center with respect to a review of Landlord's accounting records at the Center. Any such review shall be conducted at Landlord's office at the Center or at Landlord's principal offices, or at such other location as Landlord may reasonably designate. Landlord will provide Tenant with reasonable accommodation for the review and reasonable use of available office equipment, but may make a reasonable charge for Tenant's telephone calls and photocopies. Tenant shall deliver to Landlord a copy of the results of any such review within fifteen (15) days following its completion or receipt by Tenant and will maintain in strict confidence any and all information obtained in connection with the review and will not disclose the fact of the review or any results of it to any person or entity. A dispute over the Expense Statement or any error by Landlord in interpreting or applying the provisions of this Lease respecting Common Area Maintenance Expenses or in calculating the amounts in the Expense Statement shall not be a breach of this Lease by Landlord, and even if any legal proceeding over the Expense Statement is resolved against Landlord this Lease shall remain in full force and effect and Landlord shall not be liable for any consequential damages. Pending the determination of any such dispute Tenant shall pay amounts billed with respect to such Expense Statement as Additional Rent, without prejudice to Tenant's position, and subject to rebate of any amounts subsequently found to have been charged to Tenant in error. If the dispute shall be determined in Tenant's favor then Landlord shall promptly pay to Tenant the amount of Tenant's overpayment of Rent resulting from compliance with the Expense Statement together with interest from the time of such overpayment at the Default Rate, together with all of Tenant's attorney fees, costs and expenses incurred in contesting the Expense Statement.

23. "COMMON AREA MAINTENANCE EXPENSES" DEFINED. Section 11.4 of the General Terms and Conditions to Lease is amended to provide that "administrative costs or management fees relating to operating and maintaining the Common Areas" as a component of Common Area Maintenance Expenses, shall not exceed 5% of gross revenues from operations of the Center in any Operating Year.

24. INDEMNITY BY TENANT. Sections 14.1.3 and 14.1.5 of the General Terms and Conditions to Lease are deleted in their entirety and the following provision is substituted in lieu of Section 14.1.3:

14.1.3 in connection with damage to property or the environment and arising, directly or indirectly, wholly or in part, from any conduct, activity, act, omission, or operation of Tenant involving the use, handling, generation, treatment, storage, disposal, other management or release of any Hazardous Material in, from or to the Premises, whether or not Tenant may have acted negligently with respect to such Hazardous Material or

25. LIMITATION ON LANDLORD'S LIABILITY FOR LOSS, DAMAGE AND INJURY. Section 14.4 of the General Terms and Conditions to Lease is deleted in its entirety and the following provision is substituted:

To the maximum extent permitted by law, Tenant shall occupy and use the Premises, the Building and the Common Areas at Tenant's own risk. All property of Tenant, its employees, agents or invitees, or of any other person located in or on the Premises or the Building, shall be and remain at the sole risk of Tenant or such employee, agent, invitee or other person. Tenant hereby expressly agrees that Landlord and its agents, servants and employees shall not be liable or responsible for, and Tenant does hereby save them harmless from, any damage or injury to the person or property of Tenant, or its agents, servants, employees, licensees, invitees or contractors, directly or indirectly caused by
(i) dampness or water in any part of the Premises or the Building; (ii) bursting, leaking or overflowing of water, sewer, steam, gas or sprinkler pipes and heating or plumbing fixtures; (iii) air-conditioning or heating failures; (iv) interference with light, air or other incorporeal hereditaments;

(v) operations in the construction of any public or quasi-public work;
(vi) theft or other crime, whether violent or non-violent in nature;
(vii) fire, accident, natural disorder or other casualty; (viii) latent or apparent defect or change of condition in the Premises and/or the Building; (ix) the acts or omissions of other persons in the Building; and (x) any other source, circumstance or cause whatsoever. The foregoing waiver and release is intended by Landlord and Tenant to be absolute and unconditional, and without exception, and to supersede any specific repair obligation imposed by Landlord hereunder; provided that such waiver and release shall not apply to the omission, fault, negligence, or other misconduct of Landlord except to the extent such omission, fault, negligence or other misconduct is waived by Tenant after the occurrence or is waived pursuant to Tenant's policies of fire insurance with standard broad form coverage indorsements. No representation, guaranty, assurance or warranty is made or given by Landlord that the communications or security systems, devices or procedures used, if any, will be effective to prevent injury to Tenant or any other person or damage to, or loss (by theft or otherwise) of any of Tenant's Personal Property or of the property of any other person, and Landlord reserves the right to discontinue or modify at any time such communications or security systems, devices or procedures without liability to Tenant.

26. WAIVER OF RIGHT OF RECOVERY. Section 14.5 of the General Terms and Conditions to Lease is deleted in its entirety and the following provision is substituted:

Except as provided in Subsection 7.2, neither party, nor its officers, directors, employees, agents or invitees, nor, in case of Tenant, its subtenants, shall be liable to the other party or to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage to any building, structure or other tangible property, when such loss is caused by any of the perils which are or could be insured against under a standard policy of full replacement cost insurance for fire, theft and all risk coverage, or losses under workers' compensation laws and benefits, even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees (this clause shall not apply, however, to any damage caused by intentionally wrongful or grossly negligent actions or omissions); provided, however, that if, by reason of the foregoing waiver, either party shall be unable to obtain any such insurance, such waiver shall be deemed not to have been made by such party and, provided, further, that if either party shall be unable to obtain any such insurance without the payment of an additional premium therefor, then, unless the party claiming the benefit of such waiver shall agree to pay such party for the cost of such additional premium within thirty
(30) days after notice setting forth such requirement and the amount of the additional premium, such waiver shall be of no force and effect between such party and such claiming party. Each party shall use reasonable efforts to obtain such insurance from a company that does not charge an additional premium or, if that is not possible, one that charges the lowest additional premium. Each party shall give the other party notice at any time when it is unable to obtain insurance with such a waiver of subrogation without the payment of an additional premium and the foregoing waiver shall be effective until thirty (30) days after notice is given. The provisions of this Section shall not limit the indemnification for liability to third parties pursuant to Subsections 14.1 and 14.2.

27. SUBORDINATION AND ATTORNMENT. Section 21 of the Lease is deleted in its entirety and the following provision is substituted:

This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to: (i) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the Center and the Building or any portion thereof (collectively, including the applicable items set forth in Subdivision (iv) of this Section, the "Superior Lease", and the party then exercising the rights of landlord thereunder being referred to herein as the "Superior Lessor"); (ii) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Center, the Building or the Superior Lease (collectively, including the applicable items set forth in Subdivisions (iii) and (iv) of this Section, the "Superior Mortgage", and the party then exercising the rights of mortgagee, beneficiary or secured party thereunder being referred to herein as the "Superior Mortgagee") whether or not the Superior Mortgage shall also cover other lands or buildings or leases except that a mortgage on the Center only shall not be a Superior Mortgage so long as there is in

effect a Superior Lease which is not subordinate to such mortgage:
(iii) each advance made or to be made under the Superior Mortgage; and
(iv) all renewals, modifications, replacements, supplements, substitutions and extensions of the Superior Lease and the Superior Mortgage and all spreaders and consolidations of the Superior Mortgage. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, any instrument, in recordable form if requested, that Landlord, the Superior Lessor or the Superior Mortgagee may reasonably request to evidence such subordination; and if Tenant fails to execute, acknowledge or deliver any such instrument, in reasonable form, within 10 business days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, coupled with an interest, to execute, acknowledge and deliver any such instruments for and on behalf of Tenant. The Superior Mortgagee may elect that this Lease shall have priority over its Superior Mortgage and, upon notification by the Superior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to or subsequent to the date of such Superior Mortgage. If, at any time prior to the termination of this Lease, the Superior Lessor or the Superior Mortgagee or any person, or the Superior Lessor's or Superior Mortgagee's or such person's successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as "Successor Landlord") shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to fully and completely attorn to and recognize any such Successor Landlord, as Tenant's landlord under this Lease upon the then-executory terms of this Lease. The foregoing provisions of this Section shall: (i) inure to the benefit of any such Successor Landlord; (ii) apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease; (iii) be self-operative upon any such demand; and (iv) require no further instrument to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section, satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions, of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then-executory terms of this Lease except that such Successor Landlord shall not be: (i) liable for damages for any previous act or omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and asserted with reasonable promptness, which theretofore shall have accrued to Tenant against Landlord; (iii) obligated to perform any Leasehold Improvements or other work with respect to the Premises; (iv) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's Rent, unless such modification or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease.

Promptly following written request from Tenant, Landlord shall undertake, and shall use reasonable efforts (exclusive of the payment of any monetary consideration) to obtain, from all Superior Mortgagees and Superior Lessors, one or more agreements of nondisturbance in favor of the Tenant, such that, if, at any time prior to the termination of this Lease, the Superior Lessor or the Superior Mortgagee or any person, or the Superior Lessor's or Superior Mortgagee's or such person's successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as "Successor Landlord") shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, then Tenant's rights under this Lease shall not be disturbed and shall remain in full force and effect for the Term so long as Tenant performs and observes all of the terms, covenants and conditions of this Lease to be performed or observed by it and provided that Tenant agrees to attorn to the Successor Landlord upon any such foreclosure or sale or re-leasing and recognize such Successor Landlord as the Landlord under this Lease. Such agreement or agreements of nondisturbance shall take such form as Tenant and such Superior Mortgagees or Superior Lessors shall agree, but Landlord's obligation shall be limited to obtaining such agreements of nondisturbance in the form or forms customarily agreed to by such Superior Mortgagees or Superior

Lessors. Landlord shall have no obligation to negotiate the form of any agreement of nondisturbance if Tenant and any Superior Mortgagee or Superior Lessor disagree with respect to the form or content of a proposed agreement of nondisturbance. The obligations of Landlord and Tenant under this Lease shall not be impaired by the failure of any Superior Mortgagee or Superior Lessor to grant nondisturbance rights to Tenant notwithstanding the exercise of Landlord's reasonable efforts (exclusive of the payment of monetary consideration) to obtain such rights on Tenant's behalf; nor shall such obligations be impaired if Tenant and any such Superior Mortgagee or Superior Lessor disagree as to the form or content of any nondisturbance agreement which is offered to Tenant by any such Superior Mortgagee or Superior Lessor. As regards any and all Superior Mortgages or Superior Leases created subsequent to the date of this Lease, at the time of creation thereof Landlord shall obtain, from the Superior Mortgagees or Superior Lessors with respect thereto, one or more agreements of subordination, attornment and nondisturbance in favor of the Tenant such that, if any proceedings are brought for the foreclosure of any portion of the Building of which the Premises are a part, or if the power of sale under a Superior Mortgage or Superior Lease is exercised, then Tenant's rights under this Lease shall not be disturbed and shall remain in full force and effect for the Term so long as Tenant performs and observes all of the terms, covenants and conditions of this Lease to be performed or observed by it and provided that Tenant agrees to attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. Such agreement or agreements of nondisturbance shall take such form as Tenant and such Superior Mortgagees or Superior Lessors shall agree, but Landlord's obligation shall be limited to obtaining such agreements of nondisturbance substantially in the form or forms customarily agreed to by such Superior Mortgagees or Superior Lessors.

28. EVENTS OF DEFAULT DEFINED. Sections 23.1.1, 23.1.2 and 23.1.4 of the General Terms and Conditions to Lease are deleted in their entirety and the following provisions are substituted for Sections 23.1.1 and 23.1.2:

23.1.1. failure by Tenant to pay Basic Rent, Additional Rent, or any other sum required to be paid under the terms of this Lease, when and as due hereunder which continues more than ten (10) days following written notice;

23.1.2. failure by Tenant to perform or observe any other term, covenant, agreement or condition of this Lease on the part of Tenant to be performed, for a period of ten (10) days after notice thereof from Landlord, except that in the event Tenant is unable to diligently complete the cure within the ten (10) day period, the cure period shall be extended if Tenant has commenced the cure within ten (10) days and is diligently pursuing the cure. In no event, however, shall the period exceed thirty (30) days from the date of Landlord's original notice, unless Landlord and Tenant mutually agree to an extension of the cure period in writing.

29. LANDLORD'S REMEDIES FOR DEFAULT. Section 23.2.2 of the General Terms and Conditions to Lease is deleted in its entirety and the following provision is substituted:

Landlord may re-enter the Premises, but only following resort to legal process and using such force for such purposes as may be reasonably necessary, without being liable for prosecution thereof, and without being deemed guilty of any manner of trespass, and without prejudice to any remedies for arrears of Rent or preceding breach of covenants or conditions and, upon such reentry, Landlord may: (i) remove any and all of Tenant's property at the Premises; (ii) store Tenant's property in a public warehouse or elsewhere at the cost, risk and expense of Tenant without Landlord's being deemed guilty of trespass or liable for any loss or damage which may occur to Tenant's property; and (iii) upon five (5) days written notice to Tenant, which Landlord and Tenant agree is commercially reasonable, to sell at public or private sale any or all said property, whether exempt or not from sale under execution or attachment (such property being deemed charged with a lien in favor of Landlord for all Rent due hereunder), with the proceeds of sale to be applied: first, to the cost and expenses of retaking, or removal, storage, preparing for sale and sale of Tenant's property (including reasonable attorneys' fees); and second, to the payment of any sum due hereunder to Landlord (including Basic Rent, Additional Rent, and any other charges and damages theretofore and thereafter accruing); and third, any surplus to Tenant.

30. MITIGATION OF DAMAGES. Section 23.4.2 of the General Terms and Conditions to Lease is amended to delete the last sentence thereof in its entirety and the following provision is substituted:

Both Landlord and Tenant shall each use commercially reasonable efforts to mitigate any damages resulting from a default of the other party under this Lease. Landlord's obligation to mitigate damages after a default by Tenant under this Lease shall be satisfied in full if Landlord undertakes to lease the Premises to another tenant
(a "Substitute Tenant") in accordance with the following criteria: (a)
Landlord shall have no obligation to solicit or entertain negotiations with any other prospective tenants for the Premises until Landlord obtains full