FIRST AMENDMENT TO INDUSTRIAL LEASE AGREEMENT

THIS
AMENDMENT is made as of the Amendment Date (as hereinafter defined) by and
between HAMILTON MILL BUSINESS CENTER, LLC, a Delaware limited liability company
(Landlord), and GLOBAL EQUIPMENT COMPANY, INC., a New York
corporation (Tenant).

RECITALS

Landlord and Tenant have previously entered into that certain Industrial Lease
Agreement dated December 8, 2005 (the Lease) for the lease of
approximately 517,628 square feet of space, more commonly known as 2505 Mill
Center Parkway, Suite 100, Buford, Georgia 30518 (the Original Demised
Premises) located within Hamilton Mill Business Center, Gwinnett County,
Georgia.

Landlord and Tenant desire to amend the Lease upon the terms and conditions
hereinafter set forth.

NOW,
THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) and other
good and valuable consideration in hand paid by each party hereto to the other,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
do hereby agree as follows:

1.      All capitalized terms used herein but undefined
shall have the meaning as defined in the Lease.

2.      Landlord and Tenant hereby confirm that the
Lease Commencement Date occurred on February 24, 2006.

3.      The Expiration Date, as defined in Section 1(h)
of the Lease, is hereby extended to May 31, 2021. As used herein,
Term is hereby defined as the period commencing on the Lease
Commencement Date and terminating on the Expiration Date, as extended
hereby.

4.      Commencing on June 1, 2006 (the Effective
Date), the Demised Premises shall be defined as that certain parcel of
real property more particularly described in Exhibit A
attached hereto and by this reference made a part hereof (the Land)
together with and including the Building, inclusive of the Original Demised
Premises and that certain additional 129,600 square foot space, as more
particularly described on Exhibit B attached hereto and
incorporated herein by reference (the Expansion Space), and the
common areas, driveways, and parking areas associated therewith (collectively,
the Building Common Area).

5.      Notwithstanding anything contained in the Lease
to the contrary, beginning on the Effective Date, the Annual Base Rent for the
remainder of the Term as extended hereby shall be payable in Monthly Base Rent
Installments pursuant to the terms of the Lease according to the following
schedule:

|Period
6/1/06 - 1/31/07

2/1/07- 5/31/07
6/1/07 - 5/31/11
6/1/11 - 5/31/16
6/1/16 - 5/31/21 | Annual Base Rent
N/A
N/A
$1,941,684.00
$2,168,213.76
$2,427,105.00 | Monthly Base Rental
Installments
$0.00
$161,807.00
$161,807.00
$180,684.48
$202,258.75
|------------------------------------------------------------------------------------------- | ------------------------------------------------------------------ | --------------------------------------------------------------------------------------

6.   Effective as of the Effective Date, Section 1(j) of the
Lease shall be deleted in its entirety.

7.   Effective as of the Effective Date, Section 6 of the Lease
(Operating Expenses and Additional Rent) shall be deleted in its entirety and
the following shall be substituted in lieu thereof:

"6.   Additional Rent. Any
amounts required to be paid by Tenant under this Lease (in addition to Base
Rent) hereunder and any charges or expenses incurred by Landlord on behalf of
Tenant under the terms of this Lease, including, without limitation, any
expenses incurred for taxes, insurance, maintenance, repairs, replacements,
owner's association dues and assessments, utilities and other charges assessed
against or attributed to the Demised Premises which are the obligation of Tenant
hereunder, shall be considered additional rent (herein, "Additional Rent")
payable in the same manner and upon the same terms and conditions as Base Rent
reserved hereunder except as expressly set forth herein to the contrary. Without
limiting the foregoing, Tenant shall and does hereby agree to pay directly, or
to reimburse Landlord upon demand for, as Landlord may direct, and Additional
Rent shall include, any and all owner's association dues and assessments,
utilities and charges assessed against or attributed to the Demised Premises
pursuant to any applicable easements, covenants, restrictions, agreements,
declaration of protective covenants or development standards, including, without
limitation, the Protective Covenants, paid by Landlord with respect to or
imposed or assessed upon or against the Demised Premises from time to time
throughout that portion of the Term (and any extension thereof) commencing with
the Lease Commencement Date. Any failure on the part of Tenant to pay such
Additional Rent when due shall entitle Landlord to the remedies available to it
for non-payment of Base Rent, including, without limitation, late charges and
interest thereon at the Interest Rate pursuant to Section 32 of the
Lease."

8.   Effective as of the Effective Date, Section 8 of the Lease
(Insurance) shall be deleted in its entirety and the following shall be
substituted in lieu thereof:

"8.   Insurance.

(a)   
Tenant covenants and agrees that from and after the Effective Date or any
earlier date upon which Tenant enters or occupies the Expansion Space or any
portion thereof, Tenant will carry and maintain, at its sole cost and expense,
the following types of insurance, in the amounts specified and in the form
hereinafter provided for:

(i)    Liability insurance in the
Commercial General Liability form (or reasonable equivalent thereto) covering
the Demised Premises and Tenant's use thereof against claims for bodily injury
or death, property damage and product liability occurring upon, in or about the
Demised Premises, such insurance to be written on an occurrence basis (not a
claims made basis), to be in combined single limits amounts not less than Three
Million Dollars ($3,000,000.00) and to have general aggregate limits of not less
than Ten Million Dollars ($10,000,000.00) for each policy year. The insurance
coverage required under this Section 8(a)(i) shall, in addition, extend to any
liability of Tenant arising out of the indemnities provided for in Section 11
and, if necessary, the policy shall contain a contractual endorsement to that
effect.

(ii)   
(A) insurance on the "All-Risk" or equivalent form on a Replacement Cost Basis
against loss or damage to the Building and all other improvements now or
hereafter located on the Land (including, without in any manner limiting the
generality of the foregoing, flood insurance if the Demised Premises are located
in a flood hazard area), having a deductible not greater than Fifty Thousand
Dollars ($50,000.00); and in an amount sufficient to prevent Landlord or Tenant
from becoming a co-insurer of any loss, but in any event in amounts not less
than 100% of the actual replacement value of such Building and improvements
other than foundations and footings. Landlord shall have the right to require
from Tenant, not more often than once every twenty-four (24) months, reasonable
evidence of the value of the Building.

(B)   insurance on the "All-Risk"
or equivalent form against abatement or loss of rental by reason of the
occurrences covered by the insurance described in clause (A) above and by reason
of any service interruptions in an amount equal to Base Rent and all Additional
Rent for at least twelve (12) months following the occurrence of such
casualty;

(C)   boiler and machinery
insurance covering losses to or from any steam boilers, pressure vessels or
similar apparatus requiring inspection under applicable state or municipal laws
or regulations which are located at the Demised Premises or on any other
building systems for which such coverage is available, in amounts determined by
Tenant to be appropriate or for such higher amounts as may at any time be
reasonably required by Landlord and having a deductible of not more than Fifty
Thousand Dollars ($50,000.00); coverage shall be on a broad form comprehensive
basis including loss of income with a limit of at least an amount which is
reasonably acceptable to Landlord; and

(D)   worker's compensation
insurance to the extent required by the laws of the state in which the Demised
Premises are located and employer's liability insurance in the amount of at
least $1,000,000.00.

(b) All policies of
the insurance provided for in Section 8(a) shall be issued in form acceptable to
Landlord by insurance companies with a rating of not less than "A" and financial
size of not less than Class XII, in the most current available "Best's Insurance
Reports", and licensed to do business in the state in which the Building is
located. Tenant shall have the right to increase the deductible amounts under
the policies of insurance required by Sections 8(a)(ii)(A) and (C) above,
subject to the approval of Landlord, such approval not to be unreasonably
withheld; provided, however, that Landlord shall be entitled to withhold such
approval unless Tenant is able to demonstrate that the requested increase in any
such deductible is commercially reasonable for improvements comparable to the
Building. Each and every such policy:

(i)   (other than the coverage
described in Section 8(a)(ii)(D)) shall name Landlord as well as Landlord's
Lender, as defined in Section 24, and any other party reasonably designated by
Landlord, as an additional insured. In addition, the coverage described in
Section 8(a)(ii)(A), (B) and (C) shall also name Landlord as "loss
payee";

(ii)   shall be delivered to
Landlord, in the form of an insurance certificate acceptable to Landlord as
evidence of such policy, prior to delivery of possession of the Demised Premises
to Tenant and thereafter within thirty (30) days prior to the expiration of each
such policy, and, as often as any such policy shall expire or terminate. Renewal
or additional policies shall be procured and maintained by Tenant in like manner
and to like extent;

(iii)   shall contain a provision
that the insurer waives any right of subrogation against Landlord on account of
any loss or damage occasioned to Tenant, its property, the Demised Premises or
its contents arising from any risk covered by all risks fire and extended
coverage insurance of the type and amount required to be carried
hereunder;

(iv)   shall contain a provision
that the insurer will give to Landlord and such other parties in interest at
least thirty (30) days notice in writing in advance of any material change,
cancellation, termination or lapse, or the effective date of any reduction in
the amounts of insurance; and

(v)   shall be written as a primary
policy which does not contribute to and is not in excess of coverage which
Landlord may carry.

(c)   Any insurance provided for in Section 8(a) may be
maintained by means of a policy or policies of blanket insurance, covering
additional items or locations or insureds; provided, however, that:

(i)   Landlord and any other
parties in interest from time to time designated by Landlord to Tenant shall be
named as an additional insured thereunder as its interest may appear;

(ii)   the coverage afforded
Landlord and any such other parties in interest will not be reduced or
diminished by reason of the use of such blanket policy of insurance;

(iii)   any such policy or policies
shall specify therein the amount of the total insurance allocated to the
Tenant's improvements and property; and

(iv)   the requirements set forth
in this Section 8 are otherwise satisfied.

(d)   In
the event that either party (the "Defaulting Party") shall fail to carry and
maintain the insurance coverages set forth in this Section 8, the other party
(the "Procuring Party") may upon thirty (30) days notice to the Defaulting Party
(unless such coverages will lapse in which event no such notice shall be
necessary) procure such policies of insurance and the Defaulting Party shall
promptly reimburse the Procuring Party therefor.

(e)   
Each party may, at any time, but not more than one (1) time in any twenty-four
(24) month period, require a review of the insurance coverage and limits of
liability set forth in Section 8 to determine whether the coverage and the
limits are reasonable and adequate in the then existing circumstances. The
review shall be undertaken on a date and at a time set forth in a party's notice
requesting a review and shall be conducted at the Demised Premises. If the
parties are, after a review, unable to agree on either the coverage or the
limits, then the parties shall employ the Dispute Resolution Procedure (as
defined in Paragraph 16 below) with insurance advisors having at least ten (10)
years experience in insurance for commercial and industrial properties serving
as Officials. In rendering the decision the Officials shall consider the
requirements of Section 8, the cost of the insurance to be obtained, inflation,
changes in condition, and the insurance then being carried by similar industrial
use developments in the area of the Project."

9.   Effective as of the Effective Date, Section 9 of the Lease
(Utilities) shall be deleted in its entirety and the following shall be
substituted in lieu thereof:

"9.   Utilities. Commencing
on the Effective Date and continuing through the remainder of the Term, Tenant
shall be responsible for maintaining the portion of the utility lines located
between the Land boundary line and the Building and shall promptly pay as billed
to Tenant all rents and charges for water and sewer services and all costs and
charges for gas, steam, electricity, fuel, light, power, telephone, heat and any
other utility or service used or consumed in or servicing the Demised Premises
and all other costs and expenses involved in the care, management and use
thereof to the extent charged by the applicable utility companies. If Tenant
fails to pay any utility bills or charges, Landlord may, at its option and upon
reasonable notice to Tenant, pay the same and in such event, the amount of such
payment, together with interest thereon at the Interest Rate as defined in
Section 32 from the date of such payment by Landlord, will be added to Tenant's
next due payment, as Additional Rent."

10.   Effective as of the Effective Date, Section 10 of the Lease
(Maintenance and Repairs) shall be deleted in its entirety and the following
shall be substituted in lieu thereof:

"10. Maintenance and Repairs.

(a)   
General. From and after the Effective Date and throughout the Term,
Tenant shall, at its own cost and expense, maintain the Demised Premises,
exterior and interior, in good condition and repair, including, without
limitation, repair and maintenance of the exterior walls of the Building and the
interior of the Building, including but not limited to the electrical systems,
heating, air conditioning and ventilation systems, plate glass, windows and
doors, sprinkler and plumbing systems, excluding, however, the roof, foundation
and structural frame of the Building, which shall be the responsibility of
Landlord. In addition, Landlord shall be responsible for damage to the floor
caused by a defect in the foundation or structural frame of the Building,
specifically excluding, however, damage caused by Tenant's use of the floor or
the Demised Premises. During the Term, Tenant shall maintain in full force and
effect a service contract for the heating, ventilation and air conditioning
systems with an entity reasonably acceptable to Landlord. Tenant shall deliver
to Landlord (i) a copy of said service contract prior to the Lease Commencement
Date, and (ii) thereafter, a copy of a renewal or substitute service contract
within thirty (30) days prior to the expiration of the existing service
contract. Tenant's obligations to repair and maintain the Demised Premises shall
also include, without limitation, repair, maintenance and replacement of all
plumbing and sewage facilities within and about the Demised Premises (including,
specifically, but without limitation, the portion of water and sewer lines
between the boundary of the Land and Building), fixtures, interior walls,
floors, ceilings, windows, doors, storefronts, painting and caulking, plate
glass, skylights, all electrical facilities and equipment including, without
limitation, lighting fixtures, lamps, fans and any exhaust equipment and
systems, electrical motors, and all other appliances and equipment of every kind
and nature located in, upon or about the Demised Premises including, without
limitation, exterior lighting and fencing, and any sidewalks, parking areas and
access ways (including, without limitation, curbs and striping) upon the Demised
Premises and the landscaping and grounds surrounding the Building. All glass,
both interior and exterior, is at the sole risk of Tenant; and any broken glass
shall be promptly replaced at Tenant's expense by glass of like kind, size and
quality. Unless the same is caused solely by the negligent action or inaction of
Landlord, Landlord shall not be liable to Tenant or to any other person for any
damage occasioned by failure in any utility system or by the bursting or leaking
of any vessel or pipe in or about the Demised Premises, or for any damage
occasioned by water coming into the Demised Premises or arising from the acts or
neglects of occupants of adjacent property or the public.

(b)   Landscaping. Tenant shall also be responsible for
maintaining a landscape service contract for the Demised Premises during the
Term. For the first Lease Year, Tenant shall maintain a landscape service
contract with the original landscape company which installed the landscaping at
the Demised Premises."

11.   Effective as of the Effective Date, Section 15 of the Lease
(Governmental Regulations) shall be deleted in its entirety and the following
shall be substituted in lieu thereof:

"15.   Governmental
Regulations. Tenant shall promptly comply throughout the Term of this Lease,
at Tenant's sole cost and expense, with all present and future laws, ordinances
and regulations of all applicable governing authorities relating to all or any
part of the Demised Premises, foreseen or unforeseen, ordinary as well as
extraordinary, or to the use or manner of use of the Demised Premises or to the
sidewalks, parking areas, curbs and access ways adjoining the Demised Premises.
In the event that such law, ordinance or regulation requires a renovation,
improvement or replacement to the Demised Premises, then Tenant shall be
required to make such renovation, improvement or replacement at Tenant's sole
cost and expense. Tenant shall also observe and comply with the requirements of
all policies of public liability, fire and other policies of insurance at any
time in force with respect to the Demised Premises."

12. Effective as of the Effective Date, Section 19 of the Lease (Services by
Landlord) shall be deleted in its entirety and the following shall be
substituted in lieu thereof:

"19.   Services by Landlord.
From and after the Effective Date, Landlord shall be responsible for providing
no services to the Demised Premises whatsoever, except for the services for
which Landlord is specifically obligated pursuant to Section 10(a)."

13.   Effective as of the Effective Date, Section 20 of the Lease
(Fire and Other Casualty) shall be deleted in its entirety and the following
shall be substituted in lieu thereof:

"20.   Fire and Other Casualty.

(a)   If the Building or other improvements on the Land shall be
damaged or destroyed by fire or other casualty, Tenant, at Tenant's sole cost
and expense, shall promptly and diligently proceed to adjust the loss with the
insurance companies (subject to the approval of the Lender (if applicable) and
of Landlord) and arrange for the disbursement of insurance proceeds, and repair,
rebuild or replace such Building and other improvements, so as to restore the
Demised Premises to the condition in which they were immediately prior to such
damage or destruction. The net proceeds of any insurance recovered by reason of
such damage or destruction in excess of the cost of adjusting the insurance
claim and collecting the insurance proceeds (such excess being referred to
herein as the "Net Insurance Proceeds") shall be held by the Lender (provided
that such Lender is a bank, savings association, insurance company or other
similar institutional lender; herein called "Institutional Lender"), or, if no
Lender then holds a Mortgage on the Demised Premises, by any national or state
chartered bank which is reasonably acceptable to Landlord and Tenant; and the
Net Insurance Proceeds shall be released for the purpose of paying the fair and
reasonable cost of restoring such Building and other improvements. Such Net
Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from
time to time as the work progresses, pursuant to such requirements and
limitations as may be reasonably acceptable to Landlord and Lender (if the
Lender so requires), including, without limitation, lien waivers from each of
the contractors, subcontractors, materialmen and suppliers performing the work.
If the Net Insurance Proceeds (less any applicable deductible) are insufficient
to restore the Demised Premises, Tenant shall be obligated to pay such
deficiency and the amount of any such deductible. Notwithstanding the foregoing,
if the Net Insurance Proceeds are less than Twenty-Five Thousand Dollars
($25,000.00), such Net Insurance Proceeds may be held by Tenant and used by
Tenant to pay the fair and reasonable cost of restoring such Demised Premises
and other improvements. If the Net Insurance Proceeds exceed the full cost of
the repair, rebuilding or replacement of the damaged Building or other
improvements, then the amount of such excess Net Insurance Proceeds shall be
paid to Tenant upon the completion of such repair, rebuilding or replacement.
Landlord agrees not unreasonably to withhold, condition or delay any approvals
required to be obtained by Tenant from Landlord pursuant to the provisions of
this Section 20(a).

(b)   Whenever Tenant shall be required to carry out any work or
repair and restoration pursuant to this Section 20, Tenant, prior to the
commencement of such work, shall deliver to Landlord for Landlord's prior
approval (which shall not be unreasonably withheld, conditioned or delayed) a
full set of the plans and specifications therefor, together with a copy of all
approvals and permits which shall be required from any governmental authority
having jurisdiction. After completion of any major repair or restoration, Tenant
shall, as soon as reasonably possible, obtain and deliver to Landlord a
Certificate of Substantial Completion from the inspecting architect and a
permanent Certificate of Occupancy (or amended Certificate of Occupancy), if
required by applicable laws, issued by the appropriate authority with respect to
the use of the Demised Premises, as thus repaired and restored. Any such work or
repair and restoration, in all cases, shall be carried out by Tenant in a good
and workmanlike manner with materials at least equal in quality to the original
materials used therefor prior to the damage or destruction. If, after a default
by Tenant, Landlord shall carry out any such work or repair and restoration
pursuant to the provisions of this Section 20, then Landlord shall be entitled
to withdraw monies held for application to the costs of such work from time to
time as such costs are incurred."

14.   Effective as of the Effective Date, Section 21 of the Lease
(Condemnation) shall be deleted in its entirety and the following shall be
substituted in lieu thereof:

"21.   Condemnation.

(a)   If all of the Demised Premises is taken or condemned for a
public or quasi-public use, this Lease shall terminate as of the earlier of the
date title to the condemned real estate vests in the condemnor and the date on
which Tenant is deprived of possession of all of the Demised Premises. In such
event, the Base Rent herein reserved and all Additional Rent and other sums
payable hereunder shall be apportioned and paid in full by Tenant to Landlord 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
Demised 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, have the right to 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 Demised Premises" shall mean (i) so much of the
Demised 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 Demised Premises by Tenant for the same purposes as
immediately prior to such taking or as contemplated herein, (ii) so many of the
parking spaces on the Land as reduces the parking ratio below that which is
required by the zoning ordinance applicable to the Project, and Landlord's
failure to provide substantially similar alternative parking reasonably
acceptable to Tenant within sixty (60) days after such taking, or (iii) so much
of the Demised Premises that access to the Demised Premises is materially
impeded, as reasonably determined by Landlord and Tenant.

(c)   If only part of the Demised Premises is taken or condemned
for a public or quasi-public use and this Lease does not terminate pursuant to
Section 21(b) above, Tenant, to the extent of Net Condemnation Proceeds (as
hereinafter defined) actually received by it, shall restore, using all
reasonable speed and diligence, the Demised Premises to a condition and to a
size as nearly comparable as reasonably possible to the condition and size
thereof immediately prior to the taking and Landlord, to the extent of the award
it receives in excess of the costs of collecting the award and value of the Land
taken (herein, the "Net Condemnation Proceeds"), shall release the Net
Condemnation Proceeds to Tenant for that purpose and Tenant shall have the right
to participate in any proceeding relating to the awarding of restoration
damages. There shall be an equitable abatement of the Base Rent and Additional
Rent based on the actual loss of use of the Demised Premises suffered by Tenant
from the taking. Determination of such loss of use of the Demised Premises after
a partial taking shall be mutually agreed to by the parties within sixty (60)
days from the date of the taking and if the parties can not so agree, then such
loss of use shall be determined in accordance with the Dispute Resolution
Procedure (as defined in Paragraph 16 below), with real estate appraisers having
at lease ten (10) years experience appraising commercial real estate, including
build-to-suit leases, serving as Officials. Pending such determination, Tenant
shall continue to pay the Base Rent and Additional Rent as herein originally
specified, and upon such determination, if Tenant is entitled to a refund
because of an overpayment of Base Rent or Additional Rent, Landlord shall make
the same promptly, or in lieu thereof credit the amount thereof to future
installments of Base Rent or Additional Rent as they become due.

(d)   Landlord shall be entitled to receive the entire award in
any proceeding with respect to any taking provided for in this Section 21,
without deduction therefrom for any estate vested in Tenant by this Lease, and
Tenant shall receive no part of such award. Nothing herein contained shall be
deemed to prohibit Tenant from making a separate claim, against the condemnor,
to the extent permitted by law, for the value of the unamortized tenant
improvements (installed in accordance with Section 18 at Tenant's expense),
Tenant's moveable trade fixtures, machinery and moving expenses, provided that,
in any case, the making of such claim shall not and does not adversely affect or
diminish Landlord's award."

15.   Taxes and Other Impositions.

(a)   Commencing on the Effective
Date and continuing through the remainder of the Term, Tenant shall be solely
obligated for the costs of all real estate taxes and other impositions for the
Demised Premises, including the Building and the Land, and Tenant agrees to pay
all installments of such imposition which accrue during the Term. If any real
estate taxes or other impositions for the Demised Premises are payable in
arrears, Tenant agrees to pay to Landlord Tenant's share of such taxes
attributable to the last year of the Term within thirty (30) days after Tenant
receives from Landlord evidence of the actual amount due for such last year.
This provision shall expressly survive the expiration or termination of the
Lease in order to settle up Tenant's pro rata share of such taxes for the final
Lease Year of the Term.

(b)   Real estate taxes and other
impositions shall mean all ad valorem taxes, water and sanitary taxes,
assessments, liens, licenses and permit fees or any other taxes imposed,
assessed or levied against the Land and the Demised Premises, and all other
charges, impositions or burdens of whatever kind and nature, whether or not
particularized by name, and whether general or special, ordinary or
extraordinary, foreseen or unforeseen, which at any time during the Term may be
created, assessed, confirmed, adjudged, imposed or charged upon or with respect
to the Demised Premises, the Land, or any improvements made thereto, or on any
part of the foregoing or any appurtenances thereto, or directly upon this Lease
or the rent payable hereunder or amounts payable by any subtenants or other
occupants of the Demised Premises, or upon this transaction or any documents to
which Tenant is a party or successor-in-interest, or against Landlord because of
Landlord's estate or interest herein, by any governmental authority, or under
any law, including among others, all rental, sales, use, inventory or other
similar taxes and any special tax bills and general, special or other
assessments and liens or charges made on local or general improvements or any
governmental or public power or authority whatsoever.

(c)   Notwithstanding the
foregoing, if any imposition shall be created, levied, assessed, adjudged,
imposed, charged or become a lien with respect to a period of time which ends
after the expiration date of the Term (other than an expiration date of the Term
by reason of breach of any of the terms hereof by Tenant), then Tenant shall
only be required to pay that portion of such imposition which is equal to the
proportion of said period which falls within the Term. If Tenant is permitted to
pay (by the assessing and collecting authorities) and elects to pay any
imposition in installments, Tenant shall nevertheless pay any and all
installments thereof which are due prior to the expiration of the Term or sooner
termination of the Term. Nothing contained in this Lease shall require Tenant to
pay any income or excess profits or taxes assessed against Landlord, or any
corporation, capital stock and franchise taxes imposed upon Landlord. Landlord
agrees to deliver to Tenant copies of all such notices of real estate taxes and
impositions which Landlord receives.

(d)   Landlord shall forward tax
bills related to the Demised Premises to Tenant promptly after Landlord's
receipt thereof. Tenant shall furnish Landlord evidence of the payment of all
real estate taxes and impositions related to the Demised Premises at least ten
(10) days before the last day upon which they may be paid without any fine,
penalty, interest or additional cost. If Tenant fails to pay the real estate
taxes and impositions related to the Demised Premises when due and Landlord
elects to pay the real estate taxes and impositions related to the Demised
Premises, Tenant agrees to pay Landlord such real estate taxes and impositions
attributable to the Demised Premises so paid by Landlord, within thirty (30)
days after receipt of written notice from Landlord."

16.   Dispute Resolution Procedure. In the event that a
dispute arises between Landlord and Tenant under the Lease, and the Lease
specifically provides that the dispute resolution procedure outlined in this
Paragraph 16 (herein referred to as the "Dispute Resolution Procedure") shall be
utilized, the parties shall proceed as follows:

(i)   The party electing to proceed
under the procedures outlined herein (the "Electing Party") shall give written
notice of such election to the other party (the "Other Party"), and shall
designate in writing the Electing Party's selection of an individual with the
qualifications outlined in the section of the Lease giving rise to this remedy
(the "Official") who shall act on the Electing Party's behalf in determining the
disputed fact.

(ii)   Within twenty (20) days
after the Other Party's receipt of the Electing Party's selection of an
Official, the Other Party, by written notice to the Electing Party, shall
designate an Official who shall act on the Other Party's behalf in determining
the disputed fact.

(iii)   Within twenty (20) days of
the selection of the Other Party's Official, the two (2) Officials shall render
a joint written determination of the disputed fact. If the two (2) Officials are
unable to agree upon a joint written determination within such twenty (20) day
period, each Official shall render his or her own written determination and the
two Officials shall select a third Official within such twenty (20) day period.
In the event the two Officials are unable to select a third Official within such
twenty (20) day period, then either party may apply to a court of original
jurisdiction in Gwinnett County, Georgia for appointment by such court of such
third Official.

(iv)   Within twenty (20) days
after the appointment of the third Official, the third Official shall select one
of the determinations of the two (2) Officials originally selected, without
modification or qualification.

(v)   If either Landlord or Tenant
fails or refuses to select an Official, the Official selected shall alone
determine the disputed fact. Landlord and Tenant agree that they shall be bound
by the determination of disputed fact pursuant to this subsection. Landlord
shall bear the fee and expenses of its Official, Tenant shall bear the fee and
expenses of its Official, and Landlord and Tenant shall share equally the fee
and expense of the third Official, if any.

17.   Tenant is in possession of, and has accepted, the Original
Demised Premises, and acknowledges that all the work to be performed by the
Landlord in the Original Demised Premises as required by the terms of this
Lease, if any, has been satisfactorily completed. Tenant further certifies that
all conditions of the Lease required of Landlord as of this date have been
fulfilled and there are no defenses or setoffs against the enforcement of the
Lease by Landlord.

18.   Tenant hereby accepts the Expansion Space in its "as-is"
condition and acknowledges and agrees that Landlord shall have no obligation to
make any improvements in or to the Expansion Space. Notwithstanding the
foregoing, Landlord hereby warrants to Tenant, which warranty shall survive for
the one (1) year period following the Effective Date, that (i) the materials and
equipment furnished by Landlord's contractors in the completion of the portion
of the shell building containing the Expansion Space and the improvements
located within the Expansion Space as of the Amendment Date are of good quality
and new, and (ii) such materials and equipment and the work of such contractors
shall be free from defects not inherent in the quality required or permitted
under the Lease; provided, however, that the foregoing warranty shall exclude
damages or defects caused by Tenant or Tenant's Affiliates, improper or
insufficient maintenance, improper operation, and normal wear and tear under
normal usage. Tenant further acknowledges and agrees that Tenant, at its sole
cost and expense, shall be responsible for constructing all interior
improvements within the Expansion Space (the "Expansion Improvements") and
obtaining a certificate of occupancy or its equivalent for the Expansion Space
issued by the appropriate governmental authority. Tenant shall, at its sole cost
and expense, prepare and submit to Landlord for Landlord's written approval,
which approval shall not be unreasonably withheld or conditioned, a complete set
of plans and specifications covering all work to be performed by Tenant in
constructing the Expansion Improvements (collectively, the "Expansion Plans").
The Expansion Plans shall be in such detail as Landlord may reasonably require
and shall be in compliance with all applicable statutes, ordinances and
regulations; provided, however, that Landlord's approval of the Expansion Plans
shall not be deemed to be a warranty or representation that the Expansion Plans
comply with all applicable statutes, ordinances and regulations. Landlord shall
review the Expansion Plans and indicate requested changes, if any, by written
notice to Tenant, within fifteen (15) days after receipt of the Expansion Plans
by Landlord. If Landlord fails to indicate such requested changes to the Plans
and Specifications by such date, the Expansion Plans shall be deemed approved.
Thereafter, any changes to the Expansion Plans shall be subject to Landlord's
written approval. The Expansion Improvements shall be constructed in accordance
with the approved Expansion Plans by Tenant during the Term, as extended hereby,
shall be constructed in accordance with the terms of the Lease, including,
without limitation, Section 18 thereof, and shall be of a type and quality
consistent with the type and quality of improvements constructed in the
warehouse portion of the Original Demised Premises. Upon the completion of the
construction of the Expansion Improvements, Tenant shall promptly provide
Landlord with a complete set of the final "as-built" plans for the Expansion
Improvements together with a copy of the certificate of occupancy (or its
equivalent) for the Expansion Space. Notwithstanding anything herein to the
contrary, within thirty (30) days after the Amendment Date, Landlord shall pay
to Tenant the amount of $428,000.00 to be applied by Tenant toward the cost of
the Expansion Improvements.

19.   Special Stipulations 2 (Right of First Refusal to Lease), 3
(Option to Extend Term), 7 (Landlord's Insurance), 9 (Operating Expenses - Cap
on Controllable Expenses), 11 (Option to Purchase) and 12 (Substantial
Completion) set forth on Exhibit C to the Lease are hereby deleted in their
entirety and shall be of no further force or effect.u

20.   Option to Extend Term.

(a)   Landlord hereby grants to
Tenant one (1) option to extend the Term for a period of five (5) years, such
option to be exercised by Tenant giving written notice of its exercise to
Landlord in the manner provided in this Lease at least one hundred eighty (180)
days prior to (but not more than two hundred ten (210) days prior to) the
expiration of the Term, as extended hereby. No extension option may be exercised
by Tenant if an Event of Default has occurred and is then continuing or any
facts or circumstances then exist which, with the giving of notice or the
passage of time, or both, would constitute an Event of Default either at the
time of exercise of the option or at the time the applicable Term would
otherwise have expired if the applicable option had not been
exercised.

(b)   If Tenant exercises its
option to extend the Term, Landlord shall, within thirty (30) days after the
receipt of Tenant's notice of exercise, notify Tenant in writing of Landlord's
reasonable determination of the Base Rent for the Demised Premises for the five
(5) year option period, which amount shall not be less than the Base Rental rate
to be in effect immediately prior to the commencement of such option period,
taking into account all relevant factors for space of this type in the Buford,
Georgia area. Tenant shall have thirty (30) days from its receipt of Landlord's
notice to notify Landlord in writing that Tenant does not agree with Landlord's
determination of the Base Rent and therefore that Tenant elects to retract its
option to extend the Term, in which case the Term, as extended by this
Amendment, shall expire on its scheduled expiration date and Tenant's option to
extend the Term shall be void and of no further force and effect. If Tenant does
not notify Landlord of such retraction within thirty (30) days of its receipt of
Landlord's notice, Base Rent for the Demised Premises for the extended term
shall be the Base Rent set forth in Landlord's notice to Tenant.

(c)   Except for the Base Rent,
which shall be determined as set forth in subparagraph (b) above, leasing of the
Demised Premises by Tenant for the extended term shall be subject to all of the
same terms and conditions set forth in the Lease, including Tenant's obligation
to pay Tenant's share of Operating Expenses as provided in the Lease; provided,
however, that any improvement allowances, rent abatements or other concessions
applicable to the Demised Premises during the initial Term shall not be
applicable during any such extended term, nor shall Tenant have any additional
extension options unless expressly provided for in the Lease. Landlord and
Tenant shall enter into an amendment to this Lease to evidence Tenant's exercise
of its renewal option. If this Lease is guaranteed, it shall be a condition of
Landlord's granting the renewal that Tenant deliver to Landlord a reaffirmation
of the guaranty in which the guarantor acknowledges Tenant's exercise of its
renewal option and reaffirms that the guaranty is in full force and effect and
applies to said renewal.

21.   Except for Cushman & Wakefield of Georgia, whose
commission shall be paid by Landlord, Landlord and Tenant each represents and
warrants to the other that neither party has engaged or had any conversations or
negotiations with any broker, finder or other third party concerning the matters
set forth in this Amendment who would be entitled to any commission or fee based
on the execution of this Amendment. Landlord and Tenant each hereby indemnifies
the other against and from any claims for any brokerage commissions and all
costs, expenses and liabilities in connection therewith, including, without
limitation, reasonable attorneys' fees and expenses, for any breach of the
foregoing. The foregoing indemnification shall survive the termination of the
Lease for any reason.

22.   Except as expressly provided herein, no free rent, moving
allowances, tenant improvement allowances or other such financial concessions
contained in the Lease shall apply to the Term as extended hereby. Tenant
accepts the Demised Premises in their "as-is" condition.

23.   Tenant represents to Landlord that, as of the date hereof,
Landlord is not in default of the Lease.

24.   For purposes of this Amendment, the term "Amendment Date"
shall mean the date upon which this Amendment is signed by Landlord or Tenant,
whichever is later.

25.   Except as amended hereby, the Lease shall be and remain in
full force and effect and unchanged. As amended hereby, the Lease is hereby
ratified and confirmed by Landlord and Tenant. To the extent the terms hereof
are inconsistent with the terms of the Lease, the terms hereof shall
control.

26.   The submission of this Amendment to Tenant for examination
or consideration does not constitute an offer to amend the Lease, and this
Amendment shall become effective only upon the execution and delivery thereof by
Landlord and Tenant. Execution and delivery of this Amendment by Tenant to
Landlord constitutes an offer to amend the Lease on the terms contained herein.
The offer by Tenant will be irrevocable until 6:00 p.m. Eastern time for fifteen
(15) days after the date of execution of this Amendment by Tenant and delivery
to Landlord.

IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and sealed as of the Amendment Date.

|Date: June 12, 2006 | LANDLORD:
HAMILTON MILL BUSINESS CENTER, LLC,
a Delaware limited liability company
By:  Industrial Developments International (Georgia), L.P.,
         
a Georgia limited partnership, its sole member
     By:     IDI (Georgia), Inc., a Georgia corporation,
           
    its sole general partner
        
        
By: 
              
       Name:
              
       Title:
        
        Attest:
            
      
       
Name:
            
        
     
Title:
|------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[CORPORATE SEAL]

|Date: 6/6/06 | TENANT:
GLOBAL EQUIPMENT COMPANY, INC.,
a New York corporation
By: 
       Name:
       Title:
Attest:
           
Name:
           
Title:
|------------ | -------------------------------------------------------------------------------------------------------------------------------------------

[CORPORATE SEAL]

CONSENT OF GUARANTOR

The capitalized terms of this Consent shall have the meaning as
defined in the Amendment to which this Consent is attached (the
Amendment), unless otherwise defined. The undersigned, being the
Guarantor of the Lease under that certain Guaranty dated December 8, 2005 from
Guarantor to Hamilton Mill Business Center, LLC, hereby consents to the
Amendment, and acknowledges and reaffirms that the Guaranty is in full force and
effect as it relates to the Lease, as amended by the Amendment.

|Date: | GUARANTOR:
SYSTEMAX INC., a Delaware corporation
By: 
       Name:
       Title:
        Attest:
                
   
Name:
              
     
Title:
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------

[CORPORATE SEAL]

EXHIBIT A

LAND DESCRIPTION
LOT M, PHASE SIX, HAMILTON MILL BUSINESS CENTER

ALL that tract or parcel of land, lying and being
in Land Lots 262 and 267 of the 7th Land District, in the City of Buford,
Gwinnett County, Georgia, containing 40.90 acres of land, more or less, and
being more particularly described as follows:

BEGINNING at a point at the intersection of the northeasterly
margin of the 110-foot right-of-way of Hamilton Mill Road and the southeasterly
terminus of the right-of-way of Mill Center Parkway; thence departing the
northeasterly margin of the 110-foot right-of-way of Hamilton Mill Road and
along the southeasterly margin of the right-of-way of Mill Center Parkway the
following courses and distances: North 38 degrees 13 minutes 02 seconds West,
49.45 feet to a point; North 49 degrees 53 minutes 04 seconds West, 198.25 feet
to a point; 72.71 feet along the arc of a curve to the right having a radius of
46.95 feet, chord bearing of North 06 degrees 39 minutes 30 seconds West and
chord distance of 65.66 feet to a point; 50.17 feet along the arc of a curve to
the left having a radius of 390.00 feet, chord bearing of North 33 degrees 30
minutes 49 seconds East and chord distance of 50.13 feet to a point; 21.39 feet
along the arc of a curve to the right having a radius of 310.00 feet, chord
bearing of North 31 degrees 48 minutes 18 seconds East and chord distance of
21.38 feet to a point; North 33 degrees 46 minutes 54 seconds East, 78.76 feet
to a point; 53.12 feet along the arc of a curve to the left having a radius of
564.00 feet, chord bearing of North 31 degrees 05 minutes 00 seconds East and
chord distance of 53.10 feet to a point; 53.12 feet along the arc of a curve to
the right having a radius of 564.00 feet, chord bearing of North 31 degrees 05
minutes 00 seconds East and chord distance of 53.10 feet to a point; North 33
degrees 46 minutes 54 seconds East, 744.59 feet to a point; 30.95 feet along the
arc of a curve to the left having a radius of 305.00 feet, chord bearing of
North 30 degrees 52 minutes 28 seconds East and chord distance of 30.94 feet to
a point; 24.81 feet along the arc of a curve to the left having a radius of
305.00 feet, chord bearing of North 25 degrees 38 minutes 13 seconds East and
chord distance of 24.81 feet to a point; 17.50 feet along the arc of a curve to
the left having a radius of 605.00 feet, chord bearing of North 22 degrees 28
minutes 40 seconds East, and chord distance of 17.50 feet to a point; 3.80 feet
along the arc of a curve to the right having a radius of 605.00 feet, chord
bearing of North 21 degrees 28 minutes 08 seconds East, and chord distance of
3.80 feet to a point; North 21 degrees 17 minutes 20 seconds East, 70.25 feet to
a point; 39.80 feet along the arc of a curve to the right having a radius of
338.00 feet, chord bearing of North 17 degrees 54 minutes 55 seconds East, and
chord distance of 39.78 feet to a point; 59.50 feet along the arc of a curve to
the right having a radius of 352.00 feet, chord bearing of North 19 degrees 23
minutes 03 seconds East, and chord distance of 59.43 feet to a point; 2.32 feet
along the arc of a curve to the right having a radius of 520.00 feet, chord
bearing of North 24 degrees 21 minutes 18 seconds East, and chord distance of
2.32 feet to the TRUE POINT OF BEGINNING; thence continuing along the
southeasterly margin of the right-of-way of Mill Center Parkway the following
courses and distances: 84.40 feet along the arc of a curve to the right having a
radius of 520.00 feet, chord bearing of North 29 degrees 07 minutes 58 seconds
East, and chord distance of 84.31 feet to a point; North 33 degrees 46 minutes
58 seconds East, 1223.77 feet to a point; 53.12 feet along the arc of a curve to
the right having a radius of 564.00 feet , chord bearing of North 36 degrees 28
minutes 52 seconds East and chord distance of 53.10 feet to a point; 53.12 feet
along the arc of a curve to the left having a radius of 564.00 feet, chord
bearing of North 36 degrees 28 minutes 52 seconds East and chord distance of
53.10 feet to a point; North 33 degrees 46 minutes 58 seconds East, 90.00 feet
to a point; 53.12 feet along the arc of a curve to the left having a radius of
564.00 feet, chord bearing of North 31 degrees 05 minutes 04 seconds East and
chord distance of 53.10 feet to a point; 53.12 feet along the arc of a curve to
the right having a radius of 564.00 feet, chord bearing of North 31 degrees 05
minutes 04 seconds East and chord distance of 53.10 feet to a point; North 33
degrees 46 minutes 58 seconds East, 300.73 feet to a point; 64.74 feet along the
arc of a curve to the right having a radius of 520.00 feet, chord bearing of
North 37 degrees 21 minutes 20 seconds East and chord distance of 64.70 feet to
a point; 10.93 feet along the arc of a curve to the right having a radius of
25.00 feet , chord bearing of North 79 degrees 17 minutes 50 seconds East and
chord distance of 10.84 feet to a point; 102.87 feet along the arc of a curve to
the left having a radius of 60.00 feet, chord bearing of North 42 degrees 42
minutes 05 seconds East and chord distance of 90.72 feet to a point; thence
departing said right-of-way 140.67 feet along the arc of a curve to the right
having a radius of 520.00 feet, chord bearing of North 59 degrees 40 minutes 03
seconds East and chord distance of 140.25 feet to a point; North 67 degrees 25
minutes 04 seconds East, 91.36 feet to a point; 222.78 feet along the arc of a
curve to the left having a radius of 600.00 feet, chord bearing of North 56
degrees 46 minutes 51 seconds East and chord distance of 221.50 feet to a point;
South 29 degrees 23 minutes 13 seconds East, 1.15 feet to a point; South 29
degrees 23 minutes 13 seconds East, 505.01 feet to a point; South 30 degrees 33
minutes 23 seconds East, 115.66 feet to a point; South 33 degrees 46 minutes 58
seconds West, 2026.32 feet to a point; South 78 degrees 46 minutes 55 seconds
West, 236.84 feet to a point; North 56 degrees 48 minutes 49 seconds West,
605.85 feet to the TRUE POINT OF BEGINNING.

EXHIBIT B

[EXPANSION SPACE]