SECOND SUBLEASE AGREEMENT

Sublease Agreement

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INTERNET COMMERCE CORP | BIANCO HOPKINS & ASSOCIATES, INC. | CORNERS REALTY CORPORATION, INC. | HITACHI ELECTRONIC DEVICES (USA), INC

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Title: SECOND SUBLEASE AGREEMENT
Governing Law: Georgia Date: 5/24/2005
Industry: SOFTWR Law Firm: Arnall Golden Gregory LLP Sector: TECHNO

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EXHIBIT 10.1

SECOND SUBLEASE AGREEMENT

1. PARTIES

THIS SECOND SUBLEASE AGREEMENT (the "Sublease") is entered into as of the

2nd day of May, 2005, by and between INTERNET COMMERCE CORPORATION

("SUBLESSEE"), and BIANCO HOPKINS & ASSOCIATES, INC. ("SUBLESSOR"), as a

Sublease under the Master Lease dated March 27, 2003, entered into by

CORNERS REALTY CORPORATION, INC. ("CORNERS REALTY"), as Lessor, and

HITACHI ELECTRONIC DEVICES (USA), INC ("HITACHI"), under the Master Lease,

as Lessee, and the related Sublease Agreement dated March 17, 2004,

between Hitachi and Sublessor (the "First Sublease"). A copy of said

Master Lease and the First Sublease are attached hereto, marked Sublease

Exhibit "B," and incorporated herein by reference.

This agreement will hereafter be a sublease under the First Sublease and

the Master Lease.

2. PROVISIONS CONSTITUTING SUB-SUBLEASE

This Sublease is subject to all of the terms and conditions of this Second

Sublease Agreement including those contained in the Special Stipulations

attached hereto marked as Sublease Exhibit "A." This Sublease also adopts

by reference all those provisions of the Lease Agreement and the First

Sublease attached hereto as Sublease Exhibit "B" except where such

provisions are directly in conflict with the provisions of this Second

Sublease Agreement. Accordingly, Sublessee shall be obligated hereunder

the same as Hitachi under the Lease Agreement.

3. PREMISES

Sublessor leases to Sublessee and Sublessee hires from said Sublessor the

premises situated at 6025 Corners Parkway, Suite 100, in the City of

Norcross, County of Gwinnett, State of Georgia, 30092 (the "Premises") and

consisting of approximately 12,949 rentable square feet. Sublessee leases

the Premises in its "as-is" condition.

4. TERM

4.1 Term. The term of this Sublease shall be for a period commencing on

July 1, 2005 (Commencement Date) and ending on May 31, 2010, subject

to any required approval by Lessor per the Master Lease.

4.2 Delay in Commencement. Notwithstanding said Commencement Date, if,

due to delays in the lessor approval process, Sublessor cannot

deliver possession of the Premises to Sublessee on said date,

Sublessor shall not be subject to any liability therefore, nor shall

such failure affect the validity of this Lease or the

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obligations of Sublessee hereunder or extend the term hereof, but in

such case Sublessee shall not be obligated to pay rent until

possession of the Premises is tendered to Sublessee; provided,

however, that if Sublessor shall not have delivered possession of

the Premises within ten (10) days from said Commencement Date,

Sublessee may, at Sublessee's option, by notice in writing to

Sublessor within ten (10) days thereafter, cancel this Sublease. If

this Sublease is canceled as herein provided, Sublessor shall return

any monies previously deposited by Sublessee, and the parties shall

be discharged from all obligations hereunder. Once Sublessor's

broker is in receipt of Sublease document, Lessor Consent form and

Commission Agreement executed by Sublessee and Sublessee's Broker,

these documents shall be sent to Sublessor via next day delivery for

execution by Sublessor. Sublessor shall return fully executed

documents via next day delivery to Sublessor's Broker within five

business days of receipt thereof. These documents will be presented

to Corners Realty for approval.

4.3 Early Possession. Once Corners Realty has approved this transaction,

Sublessor shall permit Sublessee to occupy the Premises prior to the

Commencement Date of the term for the purpose of installing

additional furniture, recabling space for data and phone system,

reconfiguring existing furniture, connecting T1, and activating

security system. Occupancy shall be subject to all of the provisions

of this Sublease, excluding the payment of rent. Said early

possession shall not advance the termination or the Commencement

Date of this Sublease.

5. RENT

Sublessee shall pay to Hitachi for the account of Sublessor as rent for

the Premises equal monthly installments as shown on Sublease Exhibit "A",

in advance, on the first day of each month of the term hereof. Sublessee

shall pay Sublessor to be held in escrow for the benefit of Hitachi, upon

the execution of this Second Sublease Agreement, the sum of ELEVEN

THOUSAND ONE HUNDRED FOURTEEN AND 56/100 Dollars ($11,114.56) as rent for

the month beginning July 1, 2005. Rent for any period during the term

hereof which is for less than one (1) month shall be a pro rata portion of

the monthly installment. Rent shall be payable without notice or demand

and without any deduction, offset, or abatement in lawful money of the

United States of America to Hitachi at the address stated herein or in the

Master Lease or the First Sublease. Sublessor shall receive monthly

notification of rental payments by Sublessee.

6. SECURITY DEPOSIT

Sublessor shall surrender all rights to the deposit held by Hitachi

Corporation as of July 1, 2005 to Sublessee, and Sublessee shall assume

the right to recover said deposit at the end of the Sublease term. As a

result of such surrender, Sublessee has established a deposit with

Hitachi, of Thirty Two Thousand Three Hundred Seventy-Three and 33/100

Dollars ($32,373.33) as security for Sublessee's faithful performance of

Sublessee's obligations hereunder. Said Security Deposit (including

interim returns of the deposit as

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cited in Item 2 of Exhibit "A") shall be returned to Sublessee according

to the schedule in Exhibit "A." If Sublessee fails to pay rent or other

charges due hereunder, or otherwise defaults with respect to any provision

of this Sublease, Hitachi, may use, apply, or retain all or any portion of

said deposit for the payment of any rent or other charge in default or for

the payment of any other sum to which Hitachi may become obligated by

reason of Sublessee's default, or to compensate Hitachi for any loss or

damage which Hitachi may suffer thereby. If Hitachi so uses or applies all

or any portion of said deposit, Sublessee shall within ten (10) days after

written demand therefore deposit cash with Hitachi in an amount sufficient

to restore said deposit to the full amount hereinabove stated, and

Sublessee's failure to do so shall be a breach of this Sublease, and

Sublessor may at its option terminate this Sublease. Hitachi shall not be

required to keep said deposit separate from its general accounts. If

Sublessee performs all of Sublessee's obligations hereunder, said deposit,

or so much thereof as had not theretofore been applied by Hitachi, shall

be returned, without payment of interest for its use, to Sublessee within

ten (10) days after the expiration of the Sublease term.

Sublessor will receive THIRTY TWO THOUSAND THREE HUNDRED SEVENTY THREE AND

33/100 Dollars ($32,373.33) from Sublessee on July 1, 2005 provided that

possession of the Premises shall have passed to Sublessee on or before

that date and be continuing. This will be the equivalent of the security

deposit being held by Hitachi as of July 1, 2005.

7. USE AND EARLY POSSESSION

A) The Premises shall be used and occupied only for general office and

administrative purposes. The Premises shall not be used for any illegal

purposes nor in any manner in which violates any regulation of any

governmental body.

B) Sublessee shall have access to space 30 days prior to Sublease

Commencement Date for the purpose of cabling, moving furniture and

configuring space.

8. BROKER

In this transaction, Sublessor and Sublessee have been represented by

Benchmark Resources International LLC ("Broker") in a Dual Agency

relationship. No other broker may lay claim to any compensation regarding

this transaction.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties have caused this Second Sublease Agreement

to be executed and delivered by their duly authorized officers as of the date

first written above.

WITNESS: SUBLESSOR:

BIANCO HOPKINS & ASSOCIATES,

By: /s/ Rosalie Hopkins

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

Title: President

Mailing Address:

6025 Corners Parkway

Suite 100

Norcross, Georgia 30071

WITNESS: SUBLESSEE:

INTERNET COMMERCE CORPORATION

By: /s/ Glen Shipley

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

Glen Shipley

Chief Financial Officer

Mailing Address:

6801 Governors Lakes Pkwy., Suite 100

Norcross, Georgia 30071

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SUBLEASE EXHIBIT "A"

Special Stipulations

1. BASE RENT SCHEDULE

<TABLE>

Term Months Rent PSF Annualized Monthly Rent Total Rent

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

7/1/05 - 5/31/06 12 $ 10.30 $ 133,374.70 $ 11,114.56 $ 133,374.70

6/1/06 - 5/31/07 12 $ 10.61 $ 137,388.89 $ 11,449.07 $ 137,388.89

6/1/07 - 5/31/08 12 $ 10.93 $ 141,532.57 $ 11,794.38 $ 141,532.57

6/1/08 - 5/31/09 12 $ 11.26 $ 145,805.74 $ 12,150.48 $ 145,805.74

6/1/09 - 5/31/10 11 $ 11.60 $ 137,691.07 $ 12,517.37 $ 137,691.07

AGGREGATE RENT: $ 695,792.97

</TABLE>

2. SECURITY DEPOSIT

Providing Sublessee is not in default as outlined herein under Paragraph

6, security deposit shall be returned to Sublessee as outlined below:

<TABLE>

Date Deposit Returned Remaining Deposit

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

July 1, 2006 1 Month's Deposit 2 Months

February 1, 2007 1 Month's Deposit 1 Month

</TABLE>

The last month's security deposit shall be held by Sublessor through the

duration of the Sublease term according to the provisions herein defined.

3. FURNITURE, FIXTURES & EQUIPMENT ("FF&E")

Providing Sublessee is not otherwise in default of this Sublease or the

Master Lease or the First Sublease, Sublessee shall have the right to use

the FF&E as described on Exhibit "D". Sublessee agrees to return said FF&E

to Sublessor in good working order and condition, reasonable wear and tear

excepted, at the expiration of the Sublease term.

4. INSURANCE

Sublessee shall have same indemnity and insurance obligation as outlined

in Paragraph 12 of the Master Lease. Sublessee shall also be required to

submit a "Form of Insurance Certificate" as provided in Exhibit "H" of the

Master Lease.

5. OPTION TO RENEW

Sublessee hereby forgoes this right as defined in Paragraph 31 of the

Master Lease.

A-1

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6. FIRST REFUSAL OPTION

Sublessee hereby forgoes this right as defined in Paragraph 32 of the

Master Lease.

7. OPERATING EXPENSES

Sublessee shall not be responsible for any increases in Operating Expenses

during the term of this Sublease.

8. DEFAULTS

Sublessee shall be obligated to Sublessor according to the same provisions

defined in Paragraph 15 of the Master Lease relating to an "Event of

Default."

9. ASSIGNMENT AND SUBLETTING

Sublessee must first obtain prior written approval to sublease or assign

this Sublease from both Sublessor and Corners Realty, which may be not be

unreasonably withheld at Sublessor's sole discretion, but shall not be

unreasonably withheld. Should Sublease result in "Sublease Additional

Rent" as defined in Paragraph 10(g) of the Master Lease, Sublessee shall

pay to Hitachi a sum of one hundred (100%) percent of this amount. All

other provisions of Paragraph 10 of the Master Lease shall be applied to

Sublessee's requirements in such an event.

10. SIGNAGE

Sublessee shall be responsible for all expenses incurred with establishing

signage on the building directory and at Sublessee's suite and shall deal

with Corners Realty directly on such matters.

A-2

<PAGE>

SUBLEASE EXHIBIT "B"

Lease Agreement

LEASE AGREEMENT

BETWEEN

CORNERS REALTY CORPORATION, INC.

(Landlord)

AND

HITACHI ELECTRONIC DEVICES (USA), INC.

(Tenant)

DATED: As of March 27, 2003

B-1

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TABLE OF CONTENTS

<TABLE>

<S> <C>

1. BASIC LEASE INFORMATION 1

2. TERM AND POSSESSION 2

3. BASE RENT; ADDITIONAL RENT 4

4. USE 7

5. LANDLORD'S SERVICES 9

6. REPAIRS 11

7. ALTERATIONS 12

8. RULES AND REGULATIONS 13

9. ACCESS BY LANDLORD 13

10. ASSIGNMENT AND SUBLETTING 14

11. CONDEMNATION 17

12. INSURANCE AND INDEMNITY 18

13. DAMAGE AND DESTRUCTION 21

14. SECURITY DEPOSIT 22

15. DEFAULTS 22

16. REMEDIES 23

17. SURRENDER OF PREMISES 25

18. HOLDING OVER 26

19. BANKRUPTCY 26

20. INTENTIONALLY DELETED 26

21. SUBORDINATION; ESTOPPEL CERTIFICATES 27

22. MECHANIC'S LIENS AND OTHER TAXES 27

23. QUIET ENJOYMENT 28

24. CERTAIN RIGHTS RESERVED TO LANDLORD 28

25. NOTICES 28

26. BROKERS AND AGENTS 29

27. PARKING 30

28. LANDLORD'S LIEN 30

29. MISCELLANEOUS 31

32. FIRST REFUSAL OPTION 36

33. SATELLITE DISH 37

EXHIBIT A - INTENTIONALLY DELETED 00

EXHIBIT B - FLOOR PLAN B-1

EXHIBIT C - PLANS AND SPECIFICATIONS C-1

EXHIBIT D - WORK AGREEMENT D-1

EXHIBIT E - COMMENCEMENT DATE AGREEMENT E-1

EXHIBIT F - JANITORIAL SPECIFICATIONS F-1

EXHIBIT G - RULES AND REGULATIONS G-1

EXHIBIT H - FORM OF INSURANCE CERTIFICATE H-1

</TABLE>

<PAGE>

This Lease Agreement ("Lease") is made as of the date last executed by the

parties below, by and between CORNERS REALTY CORPORATION, INC., a Delaware

corporation ("Landlord"), and HITACHI ELECTRONIC DEVICES (USA), INC., a Delaware

corporation, having an address at Suite 100, 6025 The Corners Parkway, Norcross,

GA 30092 ("Tenant").

W I T N E S S E T H :

The parties hereto, for themselves, their legal representatives,

successors and assigns, agree as follows:

1. BASIC LEASE INFORMATION. The terms used in this Lease shall have the

meanings set forth in this Paragraph 1.

(a) Building. The office building located at 6025 The Corners

Parkway, Norcross, GA 30092 and commonly known as "The Corners" and "Peachtree

Corners."

(b) Land. Those certain parcels of land upon which 6025 The Corners

Parkway is built.

limitation, the Building and the Common Areas.

(d) Premises. Suite Number 100 substantially as shown on Floor

Plan(s) attached hereto as Exhibit B and made a part hereof, which the parties

agree contains 12,949 rentable square feet as of the date of this Lease.

(e) Common Areas. Those certain areas and facilities of the Building

and the Park which are from time to time provided by Landlord, in its

discretion, for the use of tenants and their employees, clients, customers,

guests, licensees and invitees or for use by the public.

(f) Permitted Uses. Executive and administrative offices reasonable

and customary for Tenant's business as an electronic manufacturer and related

uses thereto.

(g) Commencement Date. June 1, 2003.

(h) Expiration Date. May 31, 2010.

(i) Term. Beginning on the Commencement Date and ending at 11:59

p.m. on the Expiration Date, unless this Lease is sooner terminated as provided

herein.

(j) Tenant's Share. 27.5%

(k) Rent. The Base Rent, the Additional Rent, as defined in

Paragraph 3, and all other sums due from Tenant to Landlord hereunder.

<PAGE>

(1) Base Rent:

<TABLE>

PER RENTABLE

LEASE PERIOD SQUARE FOOT ANNUALLY MONTHLY

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

6/1/03-5/31/04 $ 18.00 $ 233,082.00 $ 19,423.50

6/1/04-5/31/05 $ 18.54 $ 240,074.46 $ 20,006.21

6/1/05-5/31/06 $ 19.10 $ 247,325.90 $ 20,610.49

6/1/06-5/31/07 $ 19.67 $ 254,706.83 $ 21,225.57

6/1/07-5/31/08 $ 20.26 $ 262,346.74 $ 21,862.23

6/1/08-5/31/09 $ 20.87 $ 270,245.63 $ 22,520.47

6/1/09-5/31/10 $ 21.49 $ 278,274.01 $ 23,189.50

</TABLE>

(m) Operating Expense Base. The Operating Expenses paid or incurred

with respect to the year beginning January 1, 2003.

(n) Security Deposit. None.

(o) Tenant's Broker(s). NONE.

(p) Landlord's Broker/Manager. Trammell Crow Company.

(q) Option to Renew. One (1) five (5) year option pursuant to

Paragraph 31.

(r) Right of First Refusal. NOT APPLICABLE.

(s) Tenant Improvement Allowance. $18.00 per rentable square foot.

2. TERM AND POSSESSION.

(a) Landlord hereby leases to Tenant and Tenant hereby hires from

Landlord the Premises for the Term. During the Term, Tenant shall have the right

to use the Common Areas in common with others and in accordance with the Lease

and the Rules and Regulations.

(b) INTENTIONALLY DELETED.

interior finish is to be constructed by Landlord (the "Leasehold Improvements"),

the Commencement Date shall be the date set forth in Subparagraph 1(g). If a

Leasehold Improvement Allowance is set forth in Paragraph 1 above, then Tenant

shall be responsible for all hard and soft costs incurred in connection with the

design and construction of the Leasehold Improvements which are in excess of the

Tenant Improvement Allowance. "The Substantial Completion Date," if

<PAGE>

relevant, shall be the date upon which the Leasehold Improvements have been

substantially completed as defined in Exhibit D, Article IX as evidenced by the

issuance of a certificate of occupancy by applicable governmental authorities,

except for punch list items, in accordance with the plans and specifications

("Plans and Specifications") attached hereto as Exhibit C and made a part

hereof, and the Work Agreement ("Work Agreement") attached hereto as Exhibit D

and made a part hereof, provided however, that if Landlord shall be delayed in

such substantial completion as a result of: (i) Tenant's failure to agree to

Plans and Specifications, and cost estimates within ten (10) Business Days after

receipt thereof; (ii) Tenant's request for materials, finishes or installations

other than Landlord's standard; (iii) Tenant's changes in Plans and

specifications; (iv) the performance or completion by a party employed by

Tenant, or (v) the failure by Tenant to make payment for the cost of the

Leasehold Improvements in excess of the Tenant Improvement Allowance as set

forth above, the Commencement Date and the payment of Rent hereunder shall be

accelerated by the number of days of such delay, and provided further that if

Landlord cannot substantially complete the Premises as a result of any of events

(i) through (v) above, Landlord may at its election complete so much of the

Leasehold Improvements as may be practical under the circumstances and, by

written notice to Tenant, establish the Commencement Date as the date of such

partial completion, subject to any applicable accelerations due to delays

resulting from events (i) through (v) above. Tenant shall provide Landlord with

a punch list within ten (10) days of the Substantial Completion Date, and

Landlord shall proceed to complete these items promptly, and Landlord shall use

all reasonable efforts to complete such work in not more than thirty (30) days

after receipt of such list. The taking of possession by Tenant shall be deemed

conclusively to establish that the Leasehold Improvements have been completed in

accordance with the plans and specifications (except for punch list items) and

that the Premises are in good and satisfactory condition.

(d) Intentionally deleted.

(e) Landlord may submit to Tenant a written agreement, substantially

in the form annexed as Exhibit E, confirming the date fixed by Landlord, in

accordance with the provisions of this Lease, as the Commencement Date and the

Expiration Date, and Tenant shall execute such agreement and return it to

Landlord within fifteen (15) calendar days thereafter after a showing of

compliance with Exhibit D, Article IX attached hereto. Any failure of the

parties to execute such written agreement shall not affect the validity of the

Commencement Date or the Expiration Date as fixed and determined by Landlord. In

the event of any dispute as to the substantial completion of work required to be

performed by Landlord, the certificate of Landlord's architect or general

contractor shall be conclusive.

(f) Notwithstanding anything to the contrary in this Lease, Tenant

may occupy the Premises prior to the Commencement Date for the installation of

modular furniture, telephones, personal property, office systems, computers and

the like, without any rent charge. If, however, Tenant commences the conduct of

business in the Premises before the Commencement Date set forth in Subparagraph

1(g) of this Lease, the Commencement Date shall be modified to be the date

Tenant commences the conduct of business in the Premises. Landlord will use all

reasonable efforts to have the Premises available by June 1, 2003.

<PAGE>

(g) To the extent that the Commencement Date shall be delayed beyond

the Finish Date by reason of the circumstances contemplated by Article VII of

the Work Agreement annexed to this Lease as Exhibit D or by Subparagraph 29 (v),

the date that shall constitute the Finish Date shall be delayed by the period of

time equal to the duration of all such delays. In the event that the Finish Date

is extended for reasons wholly unrelated to acts attributable to Tenant, the

provisions set forth in Subparagraph 29(v) regarding force majeure shall apply.

3. BASE RENT; ADDITIONAL RENT.

(a) Tenant shall pay in advance to CORNERS REALTY CORPORATION, INC.,

P. O. Box 531258, Atlanta, Georgia 303533-1258, or at such other place as

Landlord shall designate in writing, promptly, without notice, demand, offset or

deduction, in lawful money of the United States of America on the first day of

each calendar month during the Term: (i) the Base Rent as set forth in Paragraph

1(1) in equal installments in advance of the first day of each calendar month of

the Term; and (ii) the additional rent ("Additional Rent") consisting of all

other sums of money as shall become due from and be payable by Tenant under this

Lease including, but not limited to, those described in Subparagraph 3(b) below

(for default in the payment of which Landlord shall have the same remedies as

for a default in the payment of Base Rent). If the Term commences on a day other

than the first day of a month, or terminates on a day other than the last day of

a month, the Base Rent for the first and last partial month shall be prorated

based upon the actual number of days leased in such month.

(b) Beginning June 1, 2003, Tenant shall pay to Landlord, as

Additional Rent, at the same time as the monthly installment of Base Rent is

paid, an amount equal to one-twelfth (1/12th) of Landlord's estimate (as

determined by Landlord in its sole discretion) of Tenant's Share of ay projected

increase in Operating Expenses for the particular calendar year in excess of the

operating Expense Base (the "Estimated Escalation Increase"). If, for any

reason, Landlord has not provided Tenant with an Estimated Escalation Increase

Statement ("Estimated Escalation Increase Statement") on or before the first day

of any year during the Term, then, (i) until the first day of the calendar month

following the month in which Tenant is given the Estimated Escalation Increase

Statement, Tenant shall continue to pay to Landlord on the first day of each

calendar month the sum, if any, payable by Tenant under this Paragraph for the

month of December of the preceding year. Within nine (9) months after January 1

of each year during the Term, or as soon thereafter as is practicable, Landlord

shall furnish Tenant with a statement of the actual Operating Expenses for the

preceding year and the actual amount of Tenant's Share of any increase in

Operating Expenses in excess of the operating Expense Base ("Revised Escalation

Statement"). Thereafter, Landlord shall be entitled, if circumstances warrant,

to issue revised, corrected or supplemental statements at any time and from time

to time following the issuance of the initial statement. Within ten (10) days

after Landlord's delivery of such Revised Escalation Statement, Tenant shall

make a lump sum payment to Landlord in the amount, if any, by which Tenant's

Share of the increase in the Operating Expenses for the preceding calendar year

in excess of the Operating Expense Base, as shown on such Revised Escalation

Statement, exceeds the aggregate of the monthly installments of Tenant's

payments of the Estimated Escalation Increase paid during such preceding year.

If Tenant's Share of the actual increase in operating Expenses, as shown on such

Revised Escalation Statement, is less than the aggregate of the monthly

installments of the Estimated Escalation Increase actually paid by Tenant during

such preceding year, then Landlord shall apply such amount to the next accruing

installments of

<PAGE>

Additional Rent due from Tenant under this Paragraph 3 until fully credited to

Tenant. Landlord's rendering or failure to render any Revised Escalation

Statement with respect to any calendar year shall not prejudice Landlord's right

thereafter to render a Revised Escalation Statement. Any Revised Escalation

Statement shall be conclusively binding upon Tenant unless Tenant shall send

written notice to Landlord objecting to and specifying, to the extent reasonably

practicable, the respects in which the Revised Escalation Statement is disputed,

within thirty (30) days after such Revised Escalation Statement is sent. Pending

the resolution of any dispute concerning a Revised Escalation Statement, Tenant

shall pay to Landlord the amounts shown on the Revised Escalation Statement when

due.

shall mean all expenses and disbursements of every kind (subject to the

limitations set forth below) which Landlord incurs, pays or becomes obligated to

pay in connection with the ownership, operation and maintenance of the Building

and the Park, determined in accordance with generally accepted accounting

principles consistently applied, including but not limited to the following: (i)

wages and salaries of all employees engaged in the operation, repair,

replacement, maintenance and security of the Building, including taxes,

insurance, bonuses, pension and benefits relating thereto; (ii) Social Security,

unemployment and other payroll taxes, the cost of providing disability and

worker's compensation coverage imposed by any requirement, union contract or

otherwise of such employees; (iii) all supplies and materials whether purchased

or rented, used in the operation, maintenance, repair, replacement and security

of the Building, excluding supplies and materials used in the upfit allowance

granted to Tenant in Subparagraph 1(s) above; (iv) all expenditures, whether by

purchase or lease, made for the Building or Park for the intended purpose of (A)

making the building or Park more energy efficient, (B) reducing Operating

Expenses, (C) enhancing the health, safety or welfare of the tenants, (D)

improving telecommunications, (E) ensuring that no Building System is

interrupted by the year 2000 data processing issue, or (F) complying with all

applicable laws, rules, ordinances and codes as may be promulgated by any

governmental authority enacted after the date of this Lease, the total cost of

which is not generally includable in Operating Expenses for the operating year

in which they were made shall nevertheless be included in such Operating

Expenses for the operating year in which it was made and in Operating Expenses

for each succeeding operating year, and such annual expense shall be determined

by dividing the original capital expenditure, plus an interest factor computed

at the Applicable Rate (as defined below) in effect as the time Landlord made

the expenditure, by the number of years of useful life of the expenditure (the

useful life being determined by Landlord in accordance with generally accepted

accounting principles and practices in effect at the time of such expenditure);

(v) all gas, oil, steam, electricity, water, sewer rental, HVAC and other

utilities, other than the cost of utilities directly reimbursed to Landlord

(i.e., through submeters or comparable devices) by the Building's tenants; (vi)

all insurance costs (including deductibles) applicable to the Park and

Landlord's personal property used in connection therewith, including but not

limited to casualty, liability, workers' compensation and rent insurance; (vii)

all taxes and assessments and governmental charges whether federal, state,

county or municipal, and whether they be by taxing or management districts or

authorities presently taxing or by others, subsequently created or otherwise,

and any other taxes and assessments attributable to the Building, equipment and

facilities, Land and Common Areas of the Park (or their operation), excluding,

however, federal and state taxes on income (collectively, "Taxes"), and all

expenses, including fees and disbursements incurred by Landlord in contesting

the validity or amount of Taxes or in obtaining a refund of Taxes shall be

<PAGE>

considered as part of the Taxes for the calendar year (and if the present method

of taxation changes so that in lieu of the whole or any part of any Taxes levied

on the Park or Building, there is levied on Landlord a capital tax directly on

the rents received or a franchise tax, assessment, or charge based, in whole or

in part, upon such rents for the Building, then all such taxes, assessments or

charges or the part thereof so based, shall be deemed to be included within the

term "Taxes" for the purposes hereof); (viii) the cost of security, repairs,

replacements and general maintenance (including service or maintenance contracts

with independent contractors) of the interior and exterior of the building and

the Park (including, but not limited to, the roof, the foundation and the

exterior walls, light bulbs and glass breakage, redecorating, repainting,

recarpeting and other such work of any Common Areas, heating, ventilation and

air conditioning, plumbing and electrical equipment and maintenance, trash and

rubbish removal, security services, concierge service, janitorial service,

grounds maintenance, alarm services, window cleaning, promotional and seasonal

expenses, telephones and stationery, parking areas and landscaping), whether

performed by Landlord or pursuant to service or maintenance contracts with

independent contractors; (ix) rent and escalations payable under any ground

lease pertaining to the Land; (x) depreciation of hand tools and other movable

equipment; (xi) management fees; (xii) sales, use and other similar taxes; (xii)

legal, accounting and other professional fees and expenses; and (xiv) anything

which could be classified as an Operating Expense under generally accepted

accounting principles, consistently applied, but not specified or expressly set

forth hereunder. The "Applicable Rate" shall mean the lesser of (a) three

percentage points over the then current Base Rate (or any other term used by

Citibank, N.A., from time to time, for the rate presently known as the Base

Rate) announced by Citibank, N.A., or its successor, and (b) the maximum rate

permitted by law.

(d) There shall be specifically excluded from the definition of the

term Operating Expenses the following expenses: (1) repairs or replacements

incurred by reason of fire or other casualty or condemnation to the extent

Landlord is compensated by the proceeds of insurance or by Tenant or other third

parties; (2) capital improvements made to the Building, other than improvements

described in Subparagraph 3(c)(iv) above and except for items which, though

capital for accounting purposes, are considered maintenance and repair items

under generally accepted accounting principles, such as painting of Common

Areas, replacement of carpet in lobbies, parking lot paving, light poles and

fixtures, and the like; (3) costs incurred in performing work or furnishing

services or utilities for any tenant, whether at such tenant's or Landlord's

expense, to the extent that such work or service is in excess of any work or

service or utilities that Landlord is obligated to furnish to Tenant at

Landlord's expense; (4) refinancing costs, mortgage interest and amortization

payments; (5) leasing commissions, rental concessions and lease buy-outs; (6)

any expense for which Landlord is entitled to be reimbursed by any tenant as an

additional charge in excess of Base Rent and Additional Rent; (7) amortization

and depreciation generally recognized by sound accounting principles, except as

otherwise specifically provided in Subparagraph 3(c) (iv) above and in this

Subparagraph; (8) overhead and profit increments paid to affiliates of Landlord

for services to the extent that such costs exceed the costs of such services

were they not rendered by an affiliate; (9) professional fees not allocated to

the operation or management of the Land or Building and professional fees

allocable to disputes with, or preparation of leases for, tenants and

prospective tenants; (10) advertising and promotional expenses with respect to

the Property; and (11) Landlord's income, franchise, estate or inheritance

taxes.

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(e) Only Landlord shall be eligible to institute any proceedings to

reduce Taxes. If a refund of Taxes is actually received by Landlord, Landlord

shall send Tenant a Revised Escalation Statement adjusting the Taxes for such

calendar year, taking into account Landlord's expenses and setting forth

Tenant's Share of such refund, and Tenant shall be entitled to receive such

amount by way of a credit against the Additional Rent; provided, however, that

Tenant's Share of such refund shall be limited to the amount of Tenant's Share

of the tax payment previously paid to Landlord and attributable to the tax year

to which the refund applies.

(f) Simultaneously with the execution of this Lease, Tenant shall

pay to Landlord the first installment of the Base Rent. Such sum shall be

applied by Landlord to the first installment of Base Rent. In the event Tenant

fails to take possession of the Premises in accordance with all of the terms

hereof, the first installment of the Base Rent shall be retained by Landlord for

application in reduction, but not in satisfaction, of damages suffered by

Landlord as a result of such breach by Tenant.