AMENDMENT NO. 2 TO AMENDED AND RESTATED OFFICE LEASE AGREEMENT

Exhibit 10.1

AMENDMENT NO. 2

TO

AMENDED AND RESTATED OFFICE LEASE AGREEMENT

THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED OFFICE LEASE AGREEMENT is made and entered into by and among BLUME YALE LIMITED PARTNERSHIP , a Washington limited partnership (“ Landlord ”) and ONVIA INC. , a Delaware corporation, f/k/a Onvia.com, a Washington corporation (“ Tenant ”).

RECITALS

A. Landlord and Tenant entered into a certain Amended and Restated Office Lease Agreement dated February 8, 2000, as amended by Amendment No. 1 to Amended and Restated Office Lease Agreement dated January 31, 2001 (collectively, “ Lease ”).

B. Tenant desires to relinquish possession of a portion of the Premises described in the Lease to accommodate the occupancy of such space by Bill & Melinda Gates Foundation (“ Gates ”) pursuant to the terms of a direct lease to be entered into between Gates and Landlord for such space (“ Gates Lease ”), and Landlord is willing to accept the same, all subject to the terms and conditions set forth herein. The relinquished space consists of the entirety of Floor 4 of the Building and that portion of Floor 1 shown on Exhibit A annexed hereto that is not part of the Premises following the Implementation Date described in Section 10 below (collectively, “ Gates Space ”).

C. This Amendment is subject to the approval of Landlord’s lender, and neither party shall be bound by the terms of this Amendment until the approval of Landlord’s lender is received in form satisfactory to Lender.

NOW, THEREFORE, in consideration of the foregoing, together with other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant agree as follows:

1. Definitions. Capitalized terms used in this Amendment without definition, including the foregoing recitals, shall have the same meanings ascribed to such terms in the Lease.

2. Lease Summary. Sections 1.1, 4.1, 4.2 and 21.25 of the Lease Summary are deleted in their entirety and the following substituted in lieu thereof:

“Section 1.1 The Building

The Premises

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Section 4.1 Basic Rent

Section 4.2 Operating Expenses

Section 21.25 Stipulated Parking Spaces: Seventy Seven (77) spaces.”

3. Premises Defined. The last sentence of Section 1.1 of the Lease is deleted in its entirety.

4. Basic Rent. Section 4.1 of the Lease is deleted in its entirety and the following substituted in lieu thereof:

Section 4.1 Basic Rent.

4.1.1 The term “Basic Rent” for any month during the Term means the sum of (a) the Fixed Amount as specified in the Lease Summary, plus (b) the Operating Expenses Factor, and (c) the Parking Factor. Basic Rent attributable to each month of the Lease Term is payable on or before the 25 ^th day of the preceding month. Basic Rent for any partial month shall be prorated based upon the actual number of days in that partial month. Basic Rent shall not be adjusted (either upward or downward) despite subsequent measurements of the rentable area of the Premises which identify discrepancies between the actual area and that shown in the Lease Summary.

4.1.2 The term “Operating Expense Factor” means, for any month, 3.773% of Operating Expenses for the 2007 Lease Year. [45.28% ÷ 12].

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4.1.3 The term “Parking Factor” means, for any month, the amount depicted in the last column of the following table, which is the product obtained by multiplying (A) the Parking Rate Differential for such month by (B) 102. The term “Parking Rate Differential” means the positive difference between (A) the per space monthly amount payable by Tenant for parking spaces pursuant to Paragraph 4 of Exhibit E , agreed to be the amount depicted in the column labeled “Onvia Rate” in the following table and (B) the amount depicted in the “Gates Rate” column in following table:

5. Name of Building. Section 21.19 of the Lease is deleted in its entirety.

6. Tenant Floor Plan. Exhibit A of the Lease is deleted in its entirety and Exhibit A annexed hereto is substituted in lieu thereof.

7. Option to Extend Term . The last sentence of Exhibit E, Paragraph 1 of the Lease is deleted in its entirety and the following substituted in lieu thereof:

“Tenant shall deliver to Landlord a written notice of Tenant’s exercise of its option to extend hereunder not later than April, 30, 2009.”

8. Parking Rates. Pursuant to Exhibit E, Paragraph 4 of the Lease, Landlord and Tenant agree to the following as the monthly parking rate per space through April 30, 2010: