<PAGE>
                                                                   EXHIBIT 10.17


                           WINDHAM INDUSTRIAL CENTER V
                              ROMEOVILLE, ILLINOIS

                                     LEASE

                                    BETWEEN

                  THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
                            A NEW JERSEY CORPORATION,
                                    LANDLORD

                                       AND

                              INNOTRAC CORPORATION,
                              A GEORGIA CORPORATION
                                     TENANT

                               CONCESSION GRANTED

    Two (2) months of Base Rent shall abate hereunder. See Section 4.2 below.

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                             PAGE
-------                                            ------
<S>                                                <C>
1.  FUNDAMENTAL LEASE TERMS                          1
2.  AGREEMENT TO LEASE                               2
3.  RENT                                             2
4.  BASE RENT                                        2
5.  ADDITIONAL RENT                                  3
6.  SERVICES                                         7
7.  SECURITY DEPOSIT                                 8
8.  USE                                              9
9.  CONDITION OF PREMISES                            9
10. EARLY POSSESSION                                10
11. ASSIGNMENT AND SUBLETTING                       10
12. REPAIRS AND ALTERATIONS                         12
13. CERTAIN RIGHTS RESERVED BY LANDLORD             14
14. COVENANT AGAINST LIENS                          15
15. WAIVERS AND INDEMNITIES                         15
16. DEFAULTS AND LANDLORD'S REMEDIES                16
17. SURRENDER OF POSSESSION                         19
18. INSURANCE                                       20
19. FIRE OR CASUALTY                                21
20. CONDEMNATION                                    22
21. NOTICES                                         22
22. ADDITIONAL COVENANTS OF TENANT                  23
23. ESTOPPEL CERTIFICATES; MORTGAGE ISSUES          26
24. MISCELLANEOUS                                   27
25. PARKING                                         28
26. ERISA                                           29
27. ATTORNEYS' FEES                                 29
28. AMERICANS WITH DISABILITIES ACT                 29
29. EXPANSION OPTION                                30
30. RIGHT OF FIRST OFFER                            30
31. OPTION TO EXTEND                                32
</TABLE>


                                       i
<PAGE>


                                    EXHIBITS

Exhibit A - Plan of the Premises
Exhibit B - Work Letter
Exhibit C - Legal Description of the Land
Exhibit D - Form of Tenant Estoppel Letter
Exhibit E - Forms of Expansion Option Lease Amendments


                                       ii
<PAGE>
                           WINDHAM INDUSTRIAL CENTER V
                                     LEASE

THIS LEASE ("Lease") is entered into as of the 17th day of September, 2002, by
and between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey
corporation, whose address is Two Prudential Plaza, 180 North Stetson Street,
Suite 3275, Chicago, Illinois 60601 (together with its successors and assigns,
"Landlord") and INNOTRAC CORPORATION, a Georgia corporation (together with its
permitted successors and assigns, "Tenant").

1.       FUNDAMENTAL LEASE TERMS. Certain fundamental lease terms (the
"Fundamental Lease Terms") are set forth below in this Section 1:


1        Building and Address:      Windham Industrial Center V
                                    1400-1420 Lakeview Drive
                                    Romeoville, Illinois 60446

2        Tenant:                    Innotrac Corporation, a Georgia corporation

3        Tenant's Current Address:  6655 Sugarloaf Parkway
                                    Duluth, Georgia 30097
                                    Attention: David L. Gamsey--Chief Financial
                                      Officer
4        Landlord:                  The Prudential Insurance Company of America,
                                    a New Jersey corporation

5        Landlord's Address:        Two Prudential Plaza
                                    180 North Stetson Street, Suite 3275
                                    Chicago, Illinois 60601

6.       Premises:                  The Premises shall constitute the
                                    approximately 150,204 square feet of
                                    warehouse, distribution and office space
                                    located in the Building, as shown as the
                                    "Initial Premises" on the plan attached
                                    hereto and made a part hereof as EXHIBIT A.
                                    The final rentable square footage of the
                                    Premises shall be determined and confirmed
                                    by Landlord and Tenant in writing pursuant
                                    to Section 2 below. In addition, the office
                                    space presently located in the Expansion
                                    Space (as defined below) shall constitute a
                                    portion of the Premises for all purposes
                                    other than the calculation of Base Rent,
                                    Additional Rent, Tenant's Proportionate
                                    Share or the Tl Allowance (all of which
                                    terms as defined below) and for the part of
                                    the Term occurring prior to the Expansion
                                    Deadline (as defined below).

7        Term:                      Sixty two (62) calendar months commencing on
                                    the Commencement Date, provided that if the
                                    Commencement Date is not the first (1st) day
                                    of a calendar month, the Term shall end
                                    sixty two (62) calendar months after the
                                    last day of the calendar month in which the
                                    Commencement Date occurs.


8        Commencement Date:         September 17, 2002

9        Base Rent:                 Annual Base Rent shall equal the product of
                                    (a) the rentable area of the Premises
                                    determined in accordance with Section 2; and
                                    (b) the following annual rates per rentable
                                    square foot of the Premises for the
                                    applicable periods during the Term:

                                    1st Lease Year      $3.59 per square foot
                                    2nd Lease Year      $3.70 per square foot


<PAGE>
                                    3rd Lease Year       $3.81 per square foot
                                    4th Lease Year       $3.92 per square foot
                                    5th Lease Year       $4.04 per square foot
                                    6th Lease Year       $4.16 per square foot

10       Security Deposit:          $22,571

11       Work Letter:               The work letter attached hereto as EXHIBIT B
                                    and made a part hereof.

12       Tenant Improvements:       "Tenant Improvements" shall have the meaning
                                    ascribed to such term in the Work Letter.

13       Broker:                    Insignia/ESG


         2. AGREEMENT TO LEASE. Landlord hereby leases to Tenant, and Tenant
hereby accepts and leases from Landlord the Premises in the Building located on
the real estate legally described on EXHIBIT C attached hereto and made a part
hereof (the "Land") for the Term. The Land, the Building and all other
improvements now or hereafter located on the Land are collectively referred to
herein as the "Property." The rentable area of the Premises, constituting
approximately 150,204 square feet, shall be determined by Landlord's architect
in accordance the current space measurement standards published by BOMA (ANSI
Z65.1-1996), to the extent applicable, and otherwise with standard industry
practices for single story warehouse and distribution facilities and shall be
approved by Tenant's architect, which approval shall not be unreasonably
withheld. At such time as the rentable area of the Premises has been finally
determined, the parties shall jointly execute a written memorandum in the form
attached to the Work Letter as Schedule 2, and such memorandum shall be attached
to and become a part of this Lease. The written memorandum shall confirm the
rentable area of the Premises, the annual and monthly installments of Base Rent
payable by Tenant in accordance with Section 4 below and Tenant's Proportionate
Share in accordance with Section 5.1 (b) below.

         3.       RENT. Tenant shall pay Rent (as defined below) to:

                  PDC Properties, Inc.
                  23333 Network Place
                  Chicago, Illinois 60673-1227

or to such other person or at such other place as Landlord may designate,
without offsets or deductions of any kind whatsoever, at the times and in the
manner hereinafter set forth. As used herein "Rent" shall mean Base Rent (as
defined below), Additional Rent (as defined below) and all other amounts to be
paid by Tenant to Landlord under this Lease. Tenant's covenant to pay Rent shall
be independent of every other covenant in this Lease.

         4.       BASE RENT.

                  4.1      The Base Rent payable for each Lease Year (as defined
         below) set forth in Section 1.9 and determined under Section 2 shall be
         paid in twelve (12) equal monthly installments, paid in advance not
         later than the first (1st) day of each month. If the Commencement Date
         is other than the first (1st) day of a month, then the installment of
         Base Rent for such initial month shall be prorated on a per diem basis
         for such fractional period. Base Rent (calculated based upon the
         estimated rentable area of the Premises of 150,889 square feet) for the
         first full calendar month for which Base Rent shall be due shall be
         paid when Tenant executes this Lease; immediately after the rentable
         area of the Premises is determined and approved pursuant to Section 2,
         an equitable adjustment shall be made between the parties to reconcile
         such estimated Base Rent paid by Tenant for such month with the actual
         Base Rent payable for such month. As used herein, "Lease Year" shall
         mean each consecutive twelve (12) month period beginning with the
         Commencement Date, except that if the Commencement Date is


                                        2
<PAGE>

         other than the first (1st) day of a calendar month, then the first
         (1st) Lease Year shall be the period from the Commencement Date
         through the date twelve (12) months after the last day of the calendar
         month in which the Commencement Date occurs, and each subsequent Lease
         Year shall be the period of twelve (12) months following the last day
         of the prior Lease Year.

                  4.2      Notwithstanding anything to the contrary contained in
         this Lease and provided that Tenant is not then in default under this
         Lease, Base Rent shall abate in full and Tenant shall have no liability
         therefor during the two (2) full calendar month period commencing on
         the Commencement Date. Landlord and Tenant agree that no portion of the
         Base Rent paid by Tenant during the portion of the term of this Lease
         occurring after the expiration of any period during which such Rent was
         abated shall be allocated, for income tax purposes, nor is such rent
         intended by the parties to be allocable, for income tax purposes, to
         any abatement period.

         5.       ADDITIONAL RENT. In addition to paying the Base Rent specified
in Section 4 hereof, Tenant shall pay as "Additional Rent" the amounts
determined as set forth below in this Section 5.

                  5.1      DEFINITIONS. As used in this Lease, the following
terms shall have the following meanings:

                           (a)      "Calendar Year" shall mean the twelve (12)
                  month period January through December of any year (or portion
                  thereof) falling within the Term.

                           (b)      "Tenant's Proportionate Share" shall
                  initially be 33.31%, a percentage determined by dividing
                  150,204 square feet, the estimated rentable area of the
                  Premises, by 450,900 square feet, the rentable area contained
                  in the Building, subject to confirmation pursuant to Section 2
                  above. The parties hereby agree that the rentable areas of the
                  Premises (once determined and approved in accordance with
                  Section 2) and of the Building, and Tenant's Proportionate
                  Share (once determined and approved in accordance with Section
                  2) shall not be contested by either party. Tenant's
                  Proportionate Share shall otherwise only be revised upon an
                  actual change in the physical dimensions of the Premises or
                  upon an actual reconfiguration, addition or modification to
                  the rentable area of the Building during the Term, each of
                  which as Landlord may reasonably redetermine from time to time
                  (provided, however, that no such reconfiguration, addition, or
                  modification the rentable area of the Building shall result in
                  an increase in Tenant's Proportionate Share). Similarly, if
                  the Building shall contain tenants who do not participate in
                  all or certain categories of Taxes or Operating Expenses on a
                  prorata basis, Landlord may exclude the amount of Taxes or
                  Operating Expenses, or such categories of the same, as the
                  case may be, attributable to such tenants, and exclude the
                  rentable area of their premises, in computing Tenant's
                  Proportionate Share so long as no portion of the Taxes or
                  Operating Expenses attributable to the premises of such
                  tenants and related common areas (e.g., parking lot) are
                  included in "Taxes" or "Operating Expenses" hereunder. If the
                  Building shall be part of or shall include a complex,
                  development or group of buildings or structures collectively
                  owned or managed by Landlord or its affiliates or collectively
                  managed by Landlord's managing agent, Landlord may allocate,
                  on an equitable basis, Taxes and Operating Expenses within
                  such complex, development or group, and between such buildings
                  and structures and the parcels on which they are located, in
                  accordance with sound accounting and management principles. In
                  the alternative, Landlord shall have the right to determine,
                  in accordance, with sound accounting and management
                  principles, Tenant's Proportionate Share of Taxes and Tenant's
                  Proportionate Share of Operating Expenses based upon the
                  totals of each of the same for all such buildings and
                  structures, the land constituting parcels on which the same
                  are located, and all related facilities, including common
                  areas and easements, corridors, lobbies, side-walks,
                  elevators, loading areas, parking facilities and driveways and
                  other appurtenances and public areas, in which event Tenant's
                  Proportionate Share shall be based on the ratio of the
                  rentable area of the Premises to the rentable area of all such
                  buildings.


                                       3
<PAGE>

                           (c)      "Taxes" shall mean all real estate and
                  personal property taxes and assessments and similar
                  governmental charges, special or otherwise, direct or
                  indirect, ordinary or extraordinary (including, without
                  limitation, real estate taxes, general and special
                  assessments, transit taxes, water and sewer rents, taxes based
                  upon the receipt of rent including gross receipts or sales
                  taxes applicable to the receipt of rent or service or value
                  added taxes, ad valorem taxes for Landlord's personal
                  property, and taxes levied or assessed by special taxing
                  districts now or hereafter created) levied or assessed for any
                  Calendar Year (without regard to any different fiscal year
                  used by such government or municipal authority) upon or with
                  respect to the Property that Landlord shall actually pay
                  because of or in connection with the ownership, leasing and
                  operation of the Property. Should any political subdivision or
                  governmental authority having jurisdiction over the Property,
                  impose a tax, assessment, charge or fee which Landlord shall
                  be required to pay, either by way of substitution for such
                  real estate taxes, or in addition to such real estate taxes,
                  or impose an income or franchise tax or other tax in the
                  nature of a sales tax on rents which may be in addition to or
                  in substitution for a tax levied against the Property, such
                  taxes, assessments, fees or charges shall be deemed to
                  constitute Taxes hereunder. "Taxes" shall also include all
                  reasonable fees and costs actually incurred by Landlord in
                  connection with protesting, reducing or limiting the increase
                  in any Taxes. "Taxes" shall not include inheritance, income,
                  transfer or franchise taxes paid by Landlord to the extent
                  applicable to Landlord's general or net income (including,
                  without limitation, rents, receipts or income attributable to
                  operations at the Property, except as provided in the second
                  preceding sentence), and shall not include any taxes to be
                  paid by Tenant under the terms of this Lease. In determining
                  the amount of Taxes for any Calendar Year, the amount of
                  special assessments to be included shall be limited to the
                  amount of the installment (plus any interest payable thereon)
                  of such special assessment which would have been required to
                  have been paid during such year if Landlord had elected to
                  have such special assessment paid over the maximum period of
                  time permitted by law. Except as provided in the immediately
                  preceding sentence, all references to Taxes "for" a particular
                  year shall be deemed to refer to Taxes levied, assessed or
                  otherwise imposed for such year without regard to when such
                  Taxes are payable.

                           (d)      "Operating Expenses" shall mean for any
                  Calendar Year those costs or expenses of every kind and nature
                  paid or incurred by or on behalf of Landlord for owning,
                  managing, operating, maintaining, repairing and restoring the
                  Property including, without limitation: (i) dues and other
                  amounts payable to the Windham Lakes Business Park Association
                  (the "Association"), as the Property is located in the Windham
                  Lakes Business Park (the "Park"), and payments under any other
                  presently existing easement, operating agreement, declaration,
                  restrictive covenant, or instrument pertaining to the sharing
                  of costs in any planned development (collectively, the "Park
                  Covenants"); (ii) utilities for the Property, including but
                  not limited to electricity, power, gas, steam, oil or other
                  fuel, water, sewer, lighting, heating, air conditioning and
                  ventilating, to the extent not separately metered, (iii) the
                  cost of fire monitoring, security and security device systems
                  for the Building, if any; (iv) the cost of maintaining and
                  repairing the Building and other improvements in the Property,
                  and all systems, equipment and components thereof, including
                  but not limited to: (A) sewer, water, mechanical, electrical,
                  sprinkler and other utility systems and equipment, (B)
                  heating, ventilating and air conditioning systems and
                  equipment, (C) the roof and structural components of the
                  Building, (D) parking lots, driveways and sidewalks, (E)
                  exterior lighting systems and equipment; (F) window cleaning,
                  (G) trash removal, (H) cleaning of walks, parking facilities
                  and building walls, (I) removal of ice and snow, (J)
                  intentionally omitted, (K) reasonably necessary maintenance
                  and replacement of shrubs, trees, grass, sod and other
                  landscaped items, (L) irrigation systems, (M) drainage
                  facilities, (N) fences, curbs, and walkways, (O) re-striping
                  and resealing parking facilities, and (P) painting of Building
                  exteriors; (v) insurance (including but not limited to, fire,
                  extended coverage, all risk, rent loss, liability, worker's
                  compensation, and any other insurance reasonably carried by
                  Landlord and applicable to the Property (to the extent
                  landlords of similar buildings in the vicinity of the Building


                                       4
<PAGE>

                  generally carry such other insurance) and not carried by
                  tenants under any provision of their lease); (vi) deductibles
                  paid by Landlord under the fire, extended coverage, all risk,
                  insurance policy described above, except to the extent the
                  claim giving rise to such deductible arises out of or in
                  connection with the negligence or willful misconduct of
                  Landlord or its employees, contractors, or agents; (vii)
                  intentionally omitted; (viii) management agreements (including
                  the cost of any reasonable and competitive management fee
                  actually paid thereunder and the fair rental value of any
                  office space provided thereunder, up to customary and
                  reasonable amounts); (ix) supplies, tools, equipment and
                  materials used in the operation, repair and maintenance of the
                  Property; (x) the cost of wages, salaries and benefits of all
                  persons at the level of property manager and below, to the
                  extent engaged in the operation, management, maintenance and
                  repair of the Property; (xi) accounting services to the extent
                  performed with respect to the operation and management of the
                  Property; (xii) governmental permits, licenses and
                  certificates necessary and required to operate and manage the
                  Property; (xiii) any rental (excluding, however, any
                  installment purchase or financing agreements) with respect to
                  equipment used in the operation, repair or maintenance of the
                  Property; and (xiv) any other expense or charge which would be
                  considered as an expense of owning, managing, operating,
                  maintaining, repairing or restoring the Property under sound
                  management and accounting principles. Notwithstanding anything
                  herein to the contrary, Operating Expenses shall not include:
                  costs or other items included within the meaning of the term
                  "Taxes"; costs of tenant alterations to tenant space;
                  marketing costs; costs of capital improvements to the
                  Property, except as provided below; depreciation charges;
                  interest and principal payments on mortgages; real estate
                  brokerage and leasing commissions; and any other expenditures
                  for which Landlord has been reimbursed (other than pursuant to
                  rent escalation or tax and operating expense reimbursement
                  provisions in leases). Notwithstanding the foregoing, the cost
                  of any capital improvements to the Property made after the
                  date of this Lease that are primarily intended to reduce
                  Operating Expenses or that are required under any laws,
                  statutes, codes, ordinances, or governmental rules,
                  regulations or requirements, or judicial or administrative
                  rules, orders or decrees (collectively, "Laws") that were not
                  applicable to the Property as of the date of this Lease,
                  amortized over the reasonable life of such improvements, as
                  determined in according with sound accounting principles,
                  together with interest on the unamortized cost of any such
                  improvements (at the prevailing construction loan prime rate
                  available in the vicinity of the Building on the date the cost
                  of such improvements was incurred) shall be included in
                  Operating Expenses. In the event the Property is not fully
                  occupied during any Calendar Year, the variable Operating
                  Expenses for that year may be adjusted by Landlord to reflect
                  the Operating Expenses as though the Property were fully
                  occupied; provided, however, that in no event shall the
                  payments made by all tenants of the Property to Landlord for
                  Operating Expenses exceed the actual Operating Expenses paid
                  or incurred by Landlord in any Calendar Year. Notwithstanding
                  anything to the contrary contained in this Section 5.1(e),
                  Operating Expenses may include, at Landlord's sole, but
                  reasonable discretion, both (i) snow removal costs, and/or
                  (ii) maintenance and repair costs of the parking areas for the
                  Property.

                  5.2      TAX AMOUNT. Tenant shall pay to Landlord as Rent, in
         addition to the Base Rent and the Operating Expense Amount (as defined
         below), an amount (the "Tax Amount") equal to Tenant's Proportionate
         Share multiplied by the amount of Taxes for each Calendar Year. Tenant
         shall pay to Landlord the Tax Amount with respect to each Calendar Year
         in monthly installments, at the same time and place as Base Rent is to
         be paid, in an amount estimated from time to time by Landlord by a
         written notice to Tenant (the "Estimated Tax Payments"). Landlord shall
         deliver to Tenant as soon as practical after the close of each Calendar
         Year (including the Calendar Year in which this Lease terminates) a
         statement showing the amount of the Taxes for such Calendar Year and
         the Tax Amount. Tenant hereby acknowledges that Landlord will not be
         able to deliver such statement until Landlord receives the real estate
         tax bills for each Calendar Year, which bills are currently received
         six (6) to nine (9) months after the end of each Calendar Year. If the
         Estimated Tax Payments paid by Tenant during any Calendar Year are less
         than the Tax Amount


                                       5

<PAGE>


         for such Calendar Year, Tenant shall pay any deficiency to Landlord as
         shown by such statement within thirty (30) days after receipt of such
         statement. If the Estimated Tax Payments paid by Tenant during any
         Calendar Year exceed the Tax Amount due from Tenant for such Calendar
         Year, such excess shall be credited against payments of Rent next due
         hereunder. If no such payments are next due, such excess shall be
         refunded by Landlord. Landlord's failure to deliver an annual statement
         of the Taxes for any Calendar Year shall not constitute a waiver or
         release of, or relieve Tenant from, its obligations under this
         Subsection. If Taxes for any period during the Term or any extension
         thereof, shall be increased after payment thereof by Landlord, for any
         reason including without limitation error or reassessment by applicable
         governmental or municipal authorities, Tenant shall pay Landlord upon
         demand Tenant's Proportionate Share of such increased Taxes. Tenant
         shall pay increased Taxes whether Taxes are increased as a result of
         increases in the assessment or valuation of the Property (whether based
         on a sale, change in ownership or refinancing of the Property or
         otherwise, but not if attributable to any expansion of the rentable
         area of the Building), increases in the tax rates, reduction or
         elimination of any rollbacks or other deductions available under
         current law, scheduled reductions of any tax abatement, as a result of
         the elimination, invalidity or withdrawal of any tax abatement, or for
         any other cause whatsoever. Notwithstanding the foregoing, Tenant shall
         pay prior to delinquency all taxes, charges or other governmental
         impositions assessed against or levied upon Tenant's fixtures,
         furnishings, equipment and personal property located in the Premises,
         and any Tenant Improvements and Alterations. Whenever possible, Tenant
         shall cause all such items to be assessed and billed separately from
         the property of Landlord. In the event any such items shall be assessed
         and billed with the property of Landlord, Tenant shall pay Landlord its
         share of such taxes, charges or other governmental impositions within
         thirty (30) days after Landlord delivers a statement and a copy of the
         assessment or other documentation, showing the amount of such
         impositions applicable to Tenant's property. Tenant shall pay any rent
         tax or other sales tax or rent, service tax, transfer tax or value
         added tax, or any other applicable tax on the Rent or services herein
         or otherwise respecting this Lease. Landlord hereby estimates, in good
         faith, to Tenant that Tenant's Proportionate Share of Taxes shall be
         approximately $0.80 per square foot per annum as of the Commencement
         Date.

                  5.3      OPERATING EXPENSE AMOUNT. Tenant shall pay to
         Landlord as Rent, in addition to the Base Rent and the Tax Amount, an
         amount (the "Operating Expense Amount") equal to Tenant's Proportionate
         Share multiplied by the amount of Operating Expenses for each Calendar
         Year. Tenant shall pay to Landlord the Operating Expense Amount with
         respect to each Calendar Year in monthly installments, at the same time
         and place as Base Rent is to be paid, in an amount reasonably estimated
         from time to time by Landlord by a written notice to Tenant (the
         "Estimated Operating Expense Payments"). Landlord shall deliver to
         Tenant as soon as practical after the close of each Calendar Year
         (including the Calendar Year in which this Lease terminates) a
         statement showing the amount of the Operating Expenses for such
         Calendar Year and the Operating Expense Amount. If the Estimated
         Operating Expense Payments paid by Tenant during any Calendar Year are
         less than the Operating Expense Amount for such Calendar Year, Tenant
         shall pay any deficiency to Landlord as shown by such statement within
         thirty (30) days after receipt of such statement. If the Estimated
         Operating Expense Payments paid by Tenant during any Calendar Year
         exceed the Operating Expense Amount due from Tenant for such Calendar
         Year, such excess shall be credited against payments of Rent next due
         hereunder. If no such payments are next due, such excess shall be
         refunded by Landlord. Landlord's failure to deliver an annual statement
         of the Operating Expenses for any Calendar Year shall not constitute a
         waiver or release of, or relieve Tenant from, its obligations under
         this Subsection. Landlord hereby estimates, in good faith, to Tenant
         that Tenant's Proportionate Share of Operating Expenses shall be
         approximately $0.30 per square foot per annum as of the Commencement
         Date. Notwithstanding the foregoing, the total Operating Expenses
         (excluding amounts relating to insurance, utilities or snow removal)
         applicable to any Calendar Year during the initial Term (excluding any
         Extension Periods, as defined below) (an "Operating Year") and used
         from time to time in the calculation of the Operating Expense Amount or
         the Estimated Operating Expense Payments due and payable with respect
         to any such Operating Year shall not exceed one hundred ten percent
         (110%) of the total Operating Expenses (excluding amounts relating to


                                       6

<PAGE>


         insurance, utilities or snow removal) applicable to the Calendar Year
         immediately preceding such Operating Year and used in the calculation
         of the Operating Expense Amount or the Estimated Operating Expense
         Payments for such Calendar Year in accordance with this Section 5.3.

                  5.4      AUDIT RIGHT. Upon reasonable advance written notice,
         Tenant may from time to time examine or cause an audit of Landlord's
         records relating to Operating Expenses or Taxes, as applicable, for any
         Calendar Year within twelve (12) months after Tenant's receipt of the
         applicable annual statement from Landlord in accordance with Section
         5.2 or Section 5.3. Such examination or audit shall be conducted during
         normal business hours, at a time and date reasonably acceptable to each
         of Landlord and Tenant. In the event that, as a result of any such
         examination or audit, Tenant disputes in a timely manner the Operating
         Expense Amount or the Tax Amount, and Landlord disagrees with Tenant
         with respect to such dispute, then Landlord (or its property manager)
         and Tenant shall each select one of its officers or senior managers to
         represent it, and such representatives shall promptly meet or otherwise
         communicate and use reasonable, good faith efforts to resolve such
         dispute. If such representatives do not resolve any such dispute within
         thirty (30) days after their initial meeting or other communication
         concerning such dispute, then such dispute shall be resolved by
         arbitration in accordance with the rules of the American Arbitration
         Association under the Expedited Procedures of its Commercial
         Arbitration Rules. The non-prevailing party in the arbitration shall
         pay the fees and costs of the arbitrator, who shall be a certified
         public accountant with at least ten (10) years' experience with
         properties similar to the Property, and the administration of the
         arbitration. Each party shall otherwise bear its own costs and expenses
         incurred in the course of such arbitration. Notwithstanding the
         foregoing, if such dispute is resolved, whether by agreement or
         arbitration, in Tenant's favor and the discrepancy with respect to the
         Operating Expense Amount or the Tax Amount is in excess of five percent
         (5%), then Landlord shall pay to Tenant the reasonable cost of Tenant's
         examination or audit within thirty (30) days after Tenant delivers an
         invoice therefor, together with reasonable evidence thereof.

                  5.5      SURVIVAL. Without limiting any other obligations of
         Tenant which shall survive the expiration of the Term or a termination
         of Tenant's right of possession, the obligations of Tenant to pay the
         Additional Rent provided for in this Section 5 shall survive the
         expiration of the Term or a termination of Tenant's right of
         possession.

         6.       SERVICES.

                  6.1      SERVICES FURNISHED BY LANDLORD. During the Term
         Landlord shall furnish the following services:

                           (a)      Repairs and maintenance (and if necessary,
                  replacements) of (i) air conditioning and heating units
                  providing service to the Premises, (ii) the floor, foundation,
                  roof and roof structure, exterior walls, and structural
                  components of the Premises, and (iii) the Parking Areas.
                  Notwithstanding anything contained herein to the contrary, but
                  subject to Section 18.1 hereof, if any repairs, maintenance or
                  replacements are necessitated by the act or neglect of Tenant,
                  its agents, servants or employees, then the cost thereof shall
                  be billed directly to Tenant, and Tenant shall pay Landlord
                  therefor within thirty (30) days after receiving such bill.
                  Landlord shall not otherwise be responsible for the operation
                  of air conditioning and heating units exclusively serving the
                  Premises or the costs thereof, the parties acknowledging that
                  the use and operation of such units exclusively serving the
                  Premises shall be within the sole control of Tenant. Landlord
                  shall not be responsible for inadequate air-conditioning or
                  ventilation to the extent the same occurs because Tenant uses
                  any item of equipment that generates excessive hear without
                  providing adequate air-conditioning and ventilation therefor.

                           (b)      Domestic Water for drinking, lavatory and
                  toilet purposes at those points of supply provided up to the
                  demising line of the Premises and refuse disposal service for
                  the Premises and for the Property in common with other
                  tenants. In the event that Tenant


                                       7
<PAGE>

                  uses or requires a materially greater amount of water or
                  refuse disposal service than the usual and ordinary use of
                  either of such services for general office, warehouse and
                  distribution purposes, then Landlord may bill Tenant for the
                  additional reasonable cost of such increased use and for the
                  reasonable cost of determining the amount of such increased
                  use, and Tenant shall pay Landlord for such costs as Rent
                  within fifteen (15) days after receiving such bill. If as of
                  the Commencement Date, water service is not separately metered
                  for the Premises, Landlord reserves the right to install
                  separate meters for the Premises at Landlord's cost.

                           (c)      Landlord shall arrange with the public
                  utility companies and/or municipality providing the Building
                  with electricity and natural gas service for the supply of
                  such services to the Premises. Such services are currently
                  separately metered to the Premises. Tenant shall pay the
                  public utility companies and/or municipality directly for any
                  services provided and separately metered to the Premises.
                  Tenant shall bear the cost of maintaining light fixtures and
                  replacing bulbs, tubes, ballasts and similar items in the
                  Premises.

                           (d)      Exterior window washing of all windows in
                  the Premises, weather permitting, at intervals to be
                  reasonably determined by Landlord.

                  6.2      NO OTHER SERVICES. Landlord shall not be obligated to
         provide any services other than those expressly set forth above in this
         Lease. Landlord does not warrant that any of the services described in
         this Section 6 will be free from interruptions caused by repairs,
         improvements or alterations of equipment, or by war, insurrection,
         civil commotion, acts of God or governmental action, strikes, lockouts,
         picketing, whether legal or illegal, accidents, inability of Landlord
         to obtain fuel or supplies, or any other cause or causes beyond
         Landlord's reasonable control. None of such interruptions shall be
         deemed an eviction (constructive or actual) or disturbance of Tenant's
         use and possession of the Premises or any part thereof, or render
         Landlord liable to Tenant for damages or abatement of Rent, or relieve
         Tenant from performance of Tenant's obligations under this Lease.
         Landlord in no event shall be liable for damages by reason of loss of
         profits, business interruption or other consequential damages.
         Notwithstanding the foregoing, if (a) any of the services described in
         clauses (a), (b) or (c) of Section 6.1 are interrupted or not provided,
         (b) such interruption or non-provision is due to the negligence or
         willful misconduct of Landlord or any of its employees, contractors or
         agents, (c) as a result of such interruption or non-provision, the
         Premises are not reasonably accessible or usable for the purposes
         contemplated by this Lease, (d) Tenant gives Landlord prompt notice of
         such interruption or non-provision, and (e) Landlord fails to restore
         such service within ninety six (96) hours after Landlord's receipt of
         Tenant's notice (subject to delays caused by Tenant and Events of Force
         Majeure [as defined below]), Base Rent and Additional Rent shall abate
         under this Lease from the date of such interruption until such service
         is restored to allow Tenant reasonable access to and use of the
         Premises as contemplated by this Lease.

         7.       SECURITY DEPOSIT. As additional security for the full and
prompt performance by Tenant of all its obligations hereunder, Tenant has upon
execution of this Lease paid to Landlord the amount set forth in Section 1.10
hereof (the "Security Deposit"), which amount may be applied by Landlord for the
purpose of curing any default by Tenant under this Lease or the Work Letter.
Landlord shall be permitted to commingle the Security Deposit with Landlord's
general funds. Landlord shall not be required to pay any interest on the
Security Deposit. If any portion of the Security Deposit is applied to cure a
default by Tenant, Tenant shall, within five (5) days after written demand
therefor, deposit cash with Landlord in an amount sufficient to restore the
Security Deposit to its original amount, and Tenant's failure to do so shall be
a breach of this Lease. If Tenant has not defaulted hereunder or if Landlord has
not applied the full amount of the Security Deposit to said default, then the
Security Deposit, or any portion thereof not so applied by Landlord, shall be
paid in cash to Tenant when all Rent payments required under the Lease
(including settlement of the final Tax Amount and Operating Expense Amount) have
been made, Tenant shall have vacated the Premises in accordance with the
provisions of this Lease and all other outstanding obligations of Tenant under
this Lease shall have been satisfied. The Security Deposit is not an advance


                                        8

<PAGE>

payment of Rent or an account of Rent, or any part or settlement thereof, or a
measure of Landlord's damages. The use or application of the Security Deposit or
any portion thereof shall not prevent Landlord from exercising any other right
or remedy provided hereunder or under any Laws and shall not be construed as
liquidated damages. In the event Landlord transfers all or any part of its
interest in the Building or this Lease, Landlord shall have the right to
transfer the Security Deposit to the transferee. Upon such transfer, Landlord
shall thereby be released by Tenant from all liability or obligation for the
return of the Security Deposit.

         8.       USE. Tenant shall use and occupy the Premises for general
office, warehouse and distribution purposes and for no other purpose, unless
otherwise expressly agreed in writing by Landlord. Notwithstanding the
foregoing, Tenant shall not use or occupy the Premises, or permit the Premises
to be used or occupied contrary to or in violation of any Laws or any Park
Covenants or in any manner that would: (i) cause structural injury to the
Premises or the Building; (ii) invalidate any insurance policy affecting the
Premises or the Building; (iii) increase the amount of premiums for any
insurance policy affecting the Premises or the Building; (iv) affect any
certificate of occupancy affecting the Premises or the Building; (v) constitute
a danger to persons or property; or (vi) create a nuisance, or disturb any other
occupant of the Building.

         9.       CONDITION OF PREMISES.

                  9.1      Tenant's taking possession of the Premises shall be
         conclusive evidence as against Tenant that the Premises were in good,
         clean and sanitary order, repair and condition satisfactory to Tenant
         and at such time free from defects, other than latent defects of which
         Landlord is notified within one (1) year after the Commencement Date;
         upon receipt of notice of any such latent defects within such one year
         period, Landlord shall promptly repair same. No promise of Landlord to
         alter, remodel or improve the Premises or the Building and no
         representation respecting the condition of the Premises or the Building
         has been made by Landlord to Tenant other than as may be contained in
         this Lease (including, without limitation, the Work Letter).

                  9.2      In consideration of Tenant's taking possession in
         accordance with this Section 9, Landlord agrees to pay or credit to
         Tenant an amount equal to Ninety Thousand Dollars ($90,000) as a tenant
         improvement allowance (the "TI Allowance") in accordance with this
         Section 9.2. If Tenant elects to exercise its Expansion Option (as
         defined below) prior to the Expansion Deadline (as defined below),
         Landlord shall pay to Tenant the entire TI Allowance within 30 days
         after such election to reimburse Tenant for all reasonable costs and
         expenses of Tenant relating to the construction of initial tenant
         improvements and alterations relating to the Premises that Tenant may
         desire to construct in accordance with Section 12 and to be used by
         Tenant for any other purpose. If Tenant does not exercise its Expansion
         Option prior to the Expansion Deadline:

                           (a)      Landlord shall construct a standard demising
                  wall between the Premises and the Expansion Space (as defined
                  below) at Landlord's sole cost and expense;

                           (b)      Tenant and Landlord shall enter into a work
                  letter in substantially the form of the work letter attached
                  hereto as Exhibit B (with such changes as may be necessary to
                  cause such work letter to be consistent with the fact that the
                  Tenant Improvements will be constructed after the Commencement
                  Date and after Tenant's possession, use and occupancy of the
                  Premises from and after the Expansion Deadline). The term
                  "Work Letter" used in this Lease shall be deemed to mean and
                  refer to such work letter from and after the date Landlord and
                  Tenant agree upon and execute such work letter. Landlord shall
                  construct or cause the construction of the Tenant Improvements
                  in the Premises only in accordance with, and subject to the
                  terms and conditions of, such executed work letter. The
                  parties hereto acknowledge and agree that, notwithstanding
                  anything to the contrary contained in this Lease:

                                       (i)   the work letter attached hereto as
                           Exhibit B is attached solely for the purpose of
                           providing a substantive form for the work letter to
                           be executed by


                                       9


<PAGE>


                           the parties pursuant to this subparagraph, and such
                           work letter attached hereto as Exhibit B is not
                           intended to, and shall not be deemed to, impose any
                           duties, obligations, liabilities, or responsibilities
                           on either party hereto; and

                                    (ii)     Landlord may cause to be prepared
                           at Landlord's cost the plans, drawings and
                           specifications for the Tenant Improvements based on
                           the description in Schedule 1 to Exhibit B prior to
                           Tenant's exercise of the Expansion Option. If
                           Landlord causes such preparation, Landlord and Tenant
                           shall act in good faith and cooperate with each other
                           to finalize and approve such plans, drawings and
                           specifications as soon as reasonably possible in
                           accordance with Section 3 of Exhibit B. The
                           reasonable costs and expenses of such plans, drawings
                           and specifications shall be payable by Tenant in
                           accordance with the Work Letter if and only if Tenant
                           does not exercise its Expansion Option prior to the
                           Expansion Deadline;

                           (c)      Landlord shall credit against such costs and
                  expenses an amount equal to the II Allowance in accordance
                  with the Work Letter; and

                           (d)      If the total reasonable costs and expenses
                  for the Tenant Improvements are less than the total amount of
                  the TI Allowance, Landlord shall pay the excess balance of the
                  TI Allowance to Tenant within 30 days of the Substantial
                  Completion Date (as defined in the Work Letter).

         10.      EARLY POSSESSION. If Tenant takes possession of all or any
part of the Premises prior to the Commencement Date, all of the covenants and
conditions of this Lease shall be binding upon the parties hereto the same as if
the Commencement Date had been fixed as of the date when Tenant took such
possession, and Tenant shall pay to Landlord as Rent for the period prior to the
Commencement Date, a proportionate amount of the Rent as set forth in this Lease
based upon the portion of the Premises of which Tenant has taken possession.
Notwithstanding the foregoing, but subject to the terms and conditions of the
Work Letter, Landlord agrees that Tenant may enter the Premises from and after
the date of this Lease for the purpose of fixturing the Premises and otherwise
preparing the Premises for occupancy, and during such fixturing and preparation
Tenant shall not be obligated to pay Rent.

         11.      ASSIGNMENT AND SUBLETTING.

                  11.1     PROHIBITIONS. Tenant shall not, without the prior
         written consent of Landlord, undertake any of the following
         (collectively, a Transfer"): (a) assign, convey or mortgage this Lease
         or any interest hereunder; (b) permit any assignment of, or lien upon
         this Lease or tenant's interest herein by operation of law or
         otherwise; (c) sublet the Premises or any part thereof; or (d) permit
         the use of the Premises by any parties other than Tenant and its
         Affiliates (as defined below) and their respective agents and
         employees. Any Transfer made without complying with this Section 11
         shall at Landlord's option be null, void and of no effect and shall
         constitute a default under this Lease, subject to any applicable notice
         and cure period. Neither a Transfer to any party (including but not
         limited to any affiliates or subsidiaries), nor Landlord's consent to
         any other Transfer, nor Landlord's election to accept any assignee,
         sublessee or transferee as Tenant hereunder shall release the original
         Tenant from any covenant or obligation under this Lease. Landlord's
         consent to any Transfer shall not constitute a waiver of Landlord's
         right to consent to any future Transfer.

                  11.2     NOTICE TO LANDLORD. Tenant shall give Landlord
         written notice of any proposed Transfer (including, without limitation,
         a proposed Transfer to an Affiliate) at least thirty (30) days prior to
         the effective date of such proposed Transfer. Such written notice shall
         include: (a) the name and address of the proposed assignee, sublessee
         or transferee (a "Transferee"), and whether the proposed Transferee is
         an Affiliate (as defined below), (b) the proposed effective date (which
         shall not be less than 30 nor more than 180 days after Tenant's
         notice), (c) the portion of the Premises subject to the proposed
         Transfer (the "Subject Space"), (d) unless the transferring


                                       10


<PAGE>


         Tenant or its guarantor shall remain liable under this Lease and in
         substantially the same financial condition upon and after such
         Transfer, current financial statements of the proposed Transferee
         certified by an officer, partner or owner thereof, (e) such any other
         information to enable Landlord to determine the financial condition of
         the proposed Transferee, nature of such Transferee's business and
         proposed use of the Subject Space, and (f) such other information as
         Landlord may reasonably require. The term "Affiliate" in this Lease
         shall mean an entity that directly or indirectly, through one or more
         intermediaries, controls or is controlled by or is under common control
         with Tenant. For purposes of this definition, the term "control" shall
         mean possession, directly or indirectly, of the power to direct or
         cause the direction of the management and policies of an entity,
         whether through the ownership of voting securities, by contract or
         otherwise.

                  11.3     APPROVAL. Landlord will not unreasonably withhold or
         delay its consent to any proposed Transfer of the Subject Space to the
         Transferee on the terms specified in Tenant's notice. The parties
         hereby agree that it shall be reasonable under this Lease and under any
         applicable Laws for Landlord to withhold consent to any proposed
         Transfer where one or more of the following applies (without limitation
         as to other reasonable grounds for withholding consent): (i) the
         proposed Transferee is of a character or reputation or engaged in a
         business which is not consistent with the quality of the Property, (ii)
         the proposed Transferee intends to use the Subject Space for purposes
         which are not permitted under this Lease, (iii) the proposed Subject
         Space is not regular in shape with appropriate means of ingress and
         egress suitable for normal renting purposes, (iv) the proposed
         Transferee is either a governmental authority (or agency or
         instrumentality thereof) or a current tenant or occupant of the
         Property (except that if expansion space suitable for any such current
         tenant or occupant is not available at the Park, the fact that such
         proposed Transferee is a current tenant or occupant of the Property
         shall not be considered by Landlord), (v) unless the transferring
         Tenant or its guarantor shall remain liable under this Lease and in
         substantially the same financial condition upon and after such
         Transfer, the proposed Transferee does not have a reasonable financial
         condition in relation to the obligations to be assumed in connection
         with the Transfer, (vi) an uncured event of default in the payment of
         Rent or other material event of default under this Lease shall exist at
         the time Tenant requests consent to the proposed Transfer, or (vii) any
         such transfer will cause a violation of ERISA (as defined below) or
         other applicable state statutes regulating investments by or fiduciary
         obligations with respect to "governmental plans." Notwithstanding
         anything in this Section 11.3 to the contrary, Landlord shall be deemed
         to have given its consent to any Transfer to any Affiliate of Tenant.

                  11.4     TERMS OF CONSENT. If Landlord consents to a Transfer
         or, in connection with any Transfer to an Affiliate of Tenant, is
         deemed to have consented to a Transfer: (a) the terms and conditions of
         this Lease shall in no way be deemed to have been waived or modified,
         (b) such consent shall not be deemed consent to any further Transfer by
         either Tenant or a Transferee, (c) no Transfer relating to this Lease
         or agreement entered into with respect thereto, whether with or without
         Landlord's consent, shall relieve Tenant or any guarantor of this Lease
         from liability under this Lease, (d) unless the proposed Transferee is
         an Affiliate, if the proposed Transfer is pursuant to a sublease or
         similar occupancy agreement for the Premises, Tenant shall deliver to
         Landlord promptly after execution an original executed copy of the
         agreement effecting such Transfer, which agreement shall in all events
         provide that the Transferee thereunder assumes all duties and
         obligations of the "tenant" hereunder from and after the effective date
         of such Transfer, and (e) unless the proposed Transferee is an
         Affiliate, if the proposed Transfer is pursuant to a sublease or
         similar occupancy agreement for the Premises, Tenant shall furnish upon
         Landlord's request a complete statement, certified by an independent
         certified public accountant or Tenant's chief financial officer or a
         partner or owner of Tenant, setting forth in detail the computation of
         any profits Tenant shall derive from or otherwise allocated to such
         Transfer. Any sublease hereunder shall be subordinate and subject to
         the provisions of this Lease, and if this Lease shall be terminated
         during the term of any sublease, Landlord shall have the right to: (i)
         treat such sublease as canceled and repossess the Subject Space by any
         lawful means, or (ii) require that such subtenant attorn to and
         recognize Landlord as its landlord under any such sublease. In the
         event of monetary default, Landlord is hereby irrevocably authorized,
         as Tenant's agent and


                                       11


<PAGE>


         attorney-in-fact, to direct any Transferee to make all payments under
         or in connection with the Transfer directly to Landlord (which Landlord
         shall apply towards Tenant's obligations under this Lease) until such
         default is cured.

                  11.5     SHARING OF PROFITS. Without limitation of any other
         provision hereof, should Tenant propose to Transfer to any Transferee
         (other than an Affiliate) pursuant to a sublease or similar occupancy
         agreement for the Premises, Landlord may condition its consent to the
         Transfer on the condition that fifty percent (50%) of the profit
         derived by Tenant from the Transfer be paid by Tenant to Landlord as
         Rent. For purposes of Subsections 11.4 and 11.5, "profits" shall mean
         the amount of any and all base rent and additional rent received by
         Tenant in connection with, or otherwise allocable to, such Transfer,
         minus the amount of Base Rent and Additional Rent to be paid by Tenant
         under this Lease for the portion of the Term and the Subject Space,
         minus all reasonable, out-of-pocket costs actually incurred by Tenant
         in connection with such Transfer (including leasing commissions,
         advertising expenses, costs of alterations or improvements to the
         Premises approved by Landlord in accordance with this Lease, and
         attorney's fees).

                  11.6     TRANSFER OF OWNERSHIP INTERESTS IN TENANT. For
         purposes of this Lease, the term "Transfer" shall also include any one
         of the following events if and only if Tenant does not maintain
         substantially the same net worth and remain in substantially the same
         financial condition upon and after such event: (a) the direct or
         indirect sale or other transfer of an aggregate of 50% or more of the
         voting or ownership interests of Tenant, (b) the sale, mortgage,
         hypothecation or pledge of an aggregate of 50% or more of Tenant's net
         assets, or (c) if Tenant is a partnership, the withdrawal or change,
         voluntary, involuntary or by operation of law, of a majority of the
         partners or the dissolution of the partnership. Any transfer of
         ownership interests in Tenant shall not be permitted hereunder, shall
         at Landlord's option be null, void and of no effect and shall
         constitute a default under this Lease if such transfer would cause any
         of the representations and warranties made by Tenant in Section 26
         below to be inaccurate or incorrect at any time. Tenant shall
         indemnify, defend and hold the Landlord Parties (as defined below)
         harmless from all claims, causes of action, liabilities, losses, costs,
         damages, liens and expenses related to any transfer of ownership
         interests in Tenant that may cause any of the representations and
         warranties made by Tenant in Section 26 below to be inaccurate or
         incorrect at any time. Notwithstanding anything to the contrary set
         forth in this Lease, each of the following Transfers shall be permitted
         hereunder without the consent or approval of Landlord (but shall
         otherwise comply with all of the other terms and conditions of this
         Section 11): (i) any direct or indirect sale or other transfer of any
         portion of the voting or ownership interests of Tenant to any person or
         entity that is currently an owner of any voting or ownership interests
         of Tenant or to the heir(s) of any such person or entity, (ii) any
         direct or indirect sale or other transfer of any portion of the voting
         or ownership interests of Tenant via a public stock or equity exchange
         (including, without limitation, the NYSE and NASDAQ), and (iii) the
         sale of substantially all of the voting or ownership interests, or
         substantially all of the assets, of Tenant, or any merger or
         consolidation involving Tenant, so long as in any such event the net
         worth of the resulting Transferee is not less than twenty-five million
         dollars ($25,000,000.00).

                  11.7     LANDLORD'S COSTS. Tenant shall pay to Landlord as
         Rent hereunder, all costs and expenses (including, without limitation,
         reasonable attorneys' fees) paid or incurred by Landlord in connection
         with any proposed assignment or subletting hereunder (not to exceed
         $1,500.00), regardless of whether Landlord withholds or grants its
         consent to such assignment or subletting in accordance with the terms
         and conditions of this Section 11.

         12.      REPAIRS AND ALTERATIONS.

                  12.1     TENANT'S REPAIR OBLIGATIONS. Tenant shall, at its own
         expense, keep and maintain the Premises in good and sanitary condition,
         working order and repair during the Term. Tenant shall promptly and
         adequately repair all damage to the Premises and restore, replace or
         repair all damaged or broken glass, carpet, wall-covering, doors,
         fixtures, equipment, improvements and appurtenances (including but not
         limited to the Tenant Improvements and any


                                       12


<PAGE>


         Alterations); provided, however, that Tenant shall not be obligated to
         repair or replace any component of the Premises for which Landlord is
         responsible under this Lease (including, without limitation, the
         heating and air conditioning systems servicing the Premises), except to
         the extent that, subject to Section 18.1, such repair or replacement
         are necessitated by the negligence or willful misconduct of Tenant, its
         agents, servants or employees. In the event that any such repairs,
         maintenance or replacements by Tenant are required, Tenant shall
         promptly arrange for the same either through Landlord for such
         reasonable charges as Landlord may from time to time establish, or such
         contractors as Landlord generally uses at the Property or such other
         contractors as may be reasonably acceptable to Landlord (provided such
         acceptance is made in writing), and in a first class, workmanlike
         manner. If Tenant does not fulfill its obligations under this
         Subsection 12.1, Landlord may, but need not, make such repairs and
         replacements, and Tenant shall pay Landlord all reasonable
         out-of-pocket third party costs and expenses thereof actually incurred
         by Landlord in connection with such repairs and replacements
         immediately upon written demand therefor. Landlord may enter the
         Premises at all reasonable times with reasonable advance notice (except
         in the event of an emergency, in which event no notice shall be
         required) to make such repairs and replacements and any other repairs,
         alterations, improvements and additions to the Premises or to the
         Building or to any equipment or system located in the Building.
         Notwithstanding anything contained herein to the contrary, if any
         damage to the Premises or the Property or to any equipment or system
         thereon (including but not limited to the roof of the Building or any
         heating, air conditioning and ventilation systems serving the Premises)
         or appurtenance thereto results from any negligence or willful
         misconduct of Tenant or of Tenant's contractors, agents or employees,
         then Landlord may but is not obligated to, at Landlord's option, repair
         such damage, and, subject to Section 18.1, Tenant shall pay Landlord
         all reasonable out-of-pocket third party costs and expenses thereof
         actually incurred by Landlord in connection with such repairs and
         replacements immediately upon written demand therefor.

                  12.2     PROHIBITION ON ALTERATIONS. Tenant shall not, without
         the prior written consent of Landlord, make any alterations,
         improvements, decorations or additions (collectively, "Alterations") to
         the Premises. Landlord may, in its sole discretion, withhold its
         consent to any Alteration which: (i) affects the roof or structural
         components of the Building; (ii) affects any heating, ventilating, air
         conditioning, utility or mechanical systems or equipment in the
         Building; (iii) is visible from outside of the Premises; (iv) costs
         more than $10,000.00 to complete (including all labor and material
         costs); or (iv) requires a building permit to perform. Except as
         provided in the immediately preceding sentence, Landlord shall not
         unreasonably withhold its consent to any Alterations, and Tenant may
         undertake any Alteration costing $10,000 or less without Landlord's
         consent so long as such Alteration is not of the type described in the
         immediately preceding sentence and so long as Tenant delivers a
         reasonably detailed description of such Alterations to Landlord
         promptly upon completion of such Alterations. Landlord's consent to any
         Alterations (including, without limitation, Landlord's approval of
         Tenant's plans, specifications or working drawings therefor), shall
         impose no responsibility or liability on Landlord with respect to the
         completeness, or design sufficiency thereof or the compliance thereof
         with all applicable Laws.

                  12.3     PERFORMANCE OF ALTERATIONS. The work necessary to
         make any Alterations requiring Landlord's consent shall be done by
         employees of or contractors employed by Landlord or, with Landlord's
         prior written consent, by contractors and subcontractors arranged for
         by Tenant and approved by Landlord. If Alterations are, with Landlord's
         consent, performed by contractors employed by Tenant, Tenant shall
         deliver to Landlord, for its review and approval prior to commencing
         any such Alterations, copies of all contracts and subcontracts related
         to such Alterations, and plans, working drawings and specifications
         necessary to perform such work. Landlord's review of Tenant's plans,
         specifications or working drawings shall impose no responsibility or
         liability on Landlord, and shall not constitute a representation,
         warranty or guarantee by Landlord, with respect to the completeness,
         design, sufficiency or compliance thereof with any Laws. In addition,
         Alterations shall be performed subject to all of the following
         conditions by Tenant and its contractors and subcontractors: insuring
         against liabilities which may arise out of such Alterations, as
         determined by Landlord; obtaining necessary licenses and permits;
         contractor and subcontractor lien waivers; affidavits listing all
         contractors, subcontractors


                                       13


<PAGE>


         and suppliers; use of union labor (if Landlord uses union labor);
         affidavits from engineers acceptable to Landlord stating that the
         Alterations will not adversely affect the systems and equipment or the
         structure of the Building; and requirements as to the manner and times
         in which such Alterations shall be done. All Alterations performed by
         Tenant or its contractors shall be done in a first-class, workmanlike
         manner using only new and good grades of materials and shall comply
         with all insurance requirements and all Laws. Tenant shall permit
         Landlord to observe and inspect all Alterations, and Tenant shall
         reimburse Landlord for its actual, reasonable out of pocket costs and
         expenses payable to third parties and related to such observation and
         inspection. Tenant shall promptly pay to Landlord and/or to Tenant's
         contractors, as the case may be, when due, the cost of all work and of
         all decorating required in connection with any Alterations, and if
         payment is made directly to Tenant's contractors, upon completion of
         the Alterations, Tenant shall deliver to Landlord evidence of payment
         and full and final waivers of all liens for labor, services or
         materials. Except to the extent caused by Landlord's negligence or
         willful misconduct, Tenant shall indemnify, defend and hold Landlord
         and its owners and their respective officers, shareholders, directors,
         partners, agents and employees (collectively, the "Landlord Parties")
         harmless from all claims, causes of action, liabilities, losses, costs,
         damages, liens and expenses related to any Alterations performed by
         Tenant or its contractors or subcontractors.

         13.      CERTAIN RIGHTS RESERVED BY LANDLORD. Except to the extent
expressly limited herein, Landlord reserves full rights to control the Property,
including but not limited to the following rights, exercisable without notice
(except as expressly provided below in this Section) and without liability to
Tenant for damage or injury to property, person or business so long as in
exercising such rights, Landlord uses reasonable efforts to minimize any effect
on the use and occupancy of the Premises, and without effecting an eviction,
constructive or actual, or disturbance of Tenant's use or possession of the
Premises or giving rise to any claim for set-off or abatement of Rent:

                           (a)      To change the name or street address of the
                  Building or the Property;

                           (b)      To install, affix and maintain any and all
                  signs on the exterior of the Premise or the Building, so long
                  as the exercise of such rights does not interfere with or
                  impede Tenant's exercise of its rights with respect to signage
                  as set forth in Section 22(a);

                           (c)      To designate and/or approve, prior to
                  installation, all types of window shades, blinds, drapes,
                  awnings, window ventilators and other similar equipment, and
                  to control all internal lighting that may be visible from the
                  exterior of the Premises;

                           (d)      Upon reasonable advance notice, to show the
                  Premises to prospective tenants at reasonable hours during the
                  last six (6) months of the Term and to show the Premises to
                  current and prospective insurers, brokers, purchasers and
                  lenders of the Building at reasonable hours during the Term;

                           (e)      To retain at all times, and to use in
                  appropriate instances, keys to all doors within and into the
                  Premises. No locks shall be changed without the prior written
                  consent of Landlord;

                           (f)      To decorate or maintain or to make repairs,
                  alterations, additions or improvements, whether structural or
                  otherwise, in and about the Property or the Building, or any
                  part of any thereof, and for such purposes to enter upon the
                  Premises upon reasonable prior verbal notice (except in an
                  emergency, in which case no notice shall be necessary), and,
                  during the continuance of any such work, to take into and upon
                  or through the Premises all materials required to make such
                  decorations, repairs, maintenance, alterations or
                  improvements, to erect scaffolding and other structures as may
                  be reasonably required, to close roads, drives, doors,
                  entryways, public space and corridors in the Property or the
                  Building on a temporary basis (but only if Landlord provides
                  alternative means of reasonable access to the Premises during
                  any such


                                       14




<PAGE>


                  closure), and to interrupt or suspend temporarily Building
                  services and facilities, all without abatement of Rent or
                  affecting any of Tenant's obligations hereunder, so long as in
                  any such event the Premises are reasonably accessible;

                           (g)      To have and retain a paramount title to the
                  Premises free and clear of any act of Tenant purporting to
                  burden or encumber it;

                           (h)      To grant to anyone the exclusive right to
                  conduct any business or render any service in or to the
                  Property, provided such exclusive right shall not operate to
                  exclude Tenant from the use expressly permitted herein;

                           (i)      To approve the location of fixtures,
                  equipment and other articles of personal property in and about
                  the Premises and the Building so as not to exceed the legal
                  live load;

                           (j)      To prohibit the placing of vending or
                  dispensing machines of any kind in or about the Premises,
                  except for vending or dispensing machines for the sole use of
                  Tenant and its employees and any other person or entity using,
                  occupying, or performing work in the Premises;

                           (k)      To issue reasonable rules and regulations,
                  from time to time, governing the use of the Parking Areas (as
                  defined below); and

                           (l)      To limit or prevent access to the Property
                  or otherwise take such action or preventative measures as may
                  be reasonably necessary for the safety of tenants or other
                  occupants of the Property or the protection of the Property
                  and other property located thereon or therein, but only in
                  case of fire, invasion, insurrection, riot, civil disorder,
                  public excitement or other, similar dangerous condition, or
                  threat thereof.

         14.      COVENANT AGAINST LIENS. Tenant covenants and agrees not to
suffer or permit any lien of mechanics or materialmen to be placed against the
Property, the Building or the Premises in connection with any work or
Alterations on or respecting the Premises not performed by or at the request of
Landlord, and Tenant shall indemnify and hold Landlord harmless from and against
any claims, liabilities, judgments, or costs (including attorneys' fees) arising
out of the same or in connection therewith. In the case of any such lien
attaching, Tenant shall pay off and remove or bond over any such lien to
Landlord's satisfaction within thirty (30) days after the filing thereof. If any
such lien attaches, and Tenant fails to remove or bond over such lien within
said thirty (30) day period, Landlord may, but shall not be obligated to, pay
the amount necessary to remove such lien without being responsible for making an
investigation as to the validity or accuracy thereof, and the amount so paid,
together with all costs and expenses (including, without limitation, reasonable
attorneys' fees) incurred by Landlord in connection therewith, shall be deemed
Rent hereunder, payable immediately upon demand. Tenant has no authority or
power to cause or permit any lien or encumbrance of any kind whatsoever, whether
created by act of Tenant, operation of Laws or otherwise, to attach to or be
placed upon Landlord's title or interest in the Property, the Building or the
Premises, and any such claim to a lien or encumbrance shall be null and void, or
at Landlord's option shall attach only against Tenant's interest in the
Premises, and shall in all respects be subordinate to Landlord's title to the
Property and Premises. Tenant shall give Landlord notice at least twenty (20)
days prior to the commencement of any work or Alterations on the Premises (or
such additional time as may be necessary under applicable Laws), to afford
Landlord the opportunity of posting and recording appropriate notices of
non-responsibility.

         15.      WAIVERS AND INDEMNITIES.

                  15.1     WAIVER. To the extent not expressly prohibited by
         law, Tenant waives all claims it may have against the Landlord Parties
         for any damage either to person or property or loss of business due to
         the happening of any accident in or about the Property or the Premises
         or due to any act or neglect of Tenant or any tenant or occupant of the
         Property, or of any other person,


                                       15

<PAGE>


         including the Landlord Parties. This provision shall apply particularly
         (but not exclusively) to damage caused by water, snow, frost, steam,
         sewage, gas, faucets and plumbing fixtures, and shall apply without
         distinction as to the person whose act or neglect was responsible for
         the damage and whether the damage was due to any of the causes
         specifically enumerated above or to some other cause of an entirely
         different kind. Tenant further agrees that all Tenant's property upon
         the Premises or the Property shall be there at the risk of Tenant only,
         and that Landlord shall not be liable for any damage thereto or theft
         thereof.

                  15.2     INDEMNIFICATION. Tenant hereby agrees to indemnify,
         defend and hold harmless the Landlord Parties from and against any
         claims or liability for damage to person or property (or for loss or
         misappropriation of property) occurring in or on the Property or the
         Premises, arising from any breach or default on the part of Tenant
         under this Lease, or from any act or omission of Tenant or any
         employee, agent, servant, invitee or contractor of Tenant, or from
         Tenant's operations or activities on or use of the Property or the
         Premises, and from any cost relating thereto (including, without
         limitation, attorneys' fees).

                  15.3     WAIVER OF NOTICE. Except for any notices expressly
         provided for in this Lease, Tenant hereby expressly waives the service
         of any notice of intention to terminate this Lease or to re-enter the
         Premises, and waives the service of any demand for payment of Rent or
         for possession.

                  15.4     NO IMPLICIT WAIVERS. No waiver of any condition
         expressed in this Lease shall be implied by any neglect of Landlord or
         Tenant to enforce any remedy on account of the violation of such
         condition if such violation be continued or repeated subsequently, and
         no express waiver shall affect any condition other than the one
         specified in such waiver and that one only for the time and in the
         manner specifically stated. No receipt of moneys by Landlord from
         Tenant after the termination in any way of the Term or of Tenant's
         right of possession hereunder or after the giving of any notice shall
         reinstate, continue or extend the Term or affect any notice given to
         Tenant prior to the receipt of such moneys, it being agreed that after
         the service of notice of the commencement of a suit or after final
         judgment for possession of the Premises, Landlord may receive and
         collect any Rent due, and the payment of said Rent shall not waive or
         affect said notice, suit or judgment.

         16.      DEFAULTS AND LANDLORD'S REMEDIES.

                  16.1     DEFAULTS. It shall be a "default" or "event of
         default" under this Lease if: (i) Tenant fails to pay, when due, Rent
         or any installment thereof or any other sum required to be paid by
         Tenant under this Lease (including any required replenishment of the
         Security Deposit), and such failure continues for more than five (5)
         days after notice is given to Tenant; (ii) intentionally omitted; (iii)
         Tenant fails to observe or perform any of the covenants, conditions or
         obligations not relating to the payment of Rent or other sums that
         Tenant is required to observe or perform under this Lease, and such
         failure continues for more than fifteen (15) days after notice thereof
         to Tenant; provided, however, that Landlord shall not be entitled to
         exercise its remedies on account of any default described in this
         clause (iii) (subject to Section 16.2(c) below) if (a) such default
         cannot reasonably be cured within fifteen (15) days, (b) Tenant
         commences to cure such default within said fifteen (15) day period and
         thereafter diligently and continuously proceeds with such cure, and (c)
         Tenant cures such default within a reasonable period of time not to
         exceed sixty (60) days after Landlord's notice of such default; (iv)
         the interest of Tenant in this Lease is levied on under execution or
         other legal process; (v) an Event of Bankruptcy (as defined below)
         occurs; (vi) Tenant dissolves or ceases to exist; (vii) Tenant shall
         effect a Transfer in violation of Section 11 hereof; or (viii) any
         material misrepresentation herein, or material misrepresentation or
         omission in any financial statements or other materials provided by
         Tenant in connection with negotiating or entering this Lease or in
         connection with any Transfer. For purposes of this Lease, an "Event of
         Bankruptcy" means the occurrence of any one or more of the following
         events or circumstances:


                                       16


<PAGE>


                           (a)      If Tenant or any Guarantor shall file in any
                  court a petition in bankruptcy or insolvency or for
                  reorganization within the meaning of the Federal Bankruptcy
                  Code, or for arrangement within the meaning of such Code (or
                  for reorganization or arrangement under any future bankruptcy
                  or reform act for the same or similar relief), or for the
                  appointment of a receiver or trustee of all or a portion of
                  the property of Tenant or any Guarantor, or

                           (b)      If an involuntary petition in bankruptcy or
                  insolvency or for reorganization within the meaning of the
                  Federal Bankruptcy Code shall be filed against Tenant or any
                  Guarantor, and such petition shall not be vacated or withdrawn
                  within thirty (30) days after the date of filing thereof, or

                           (c)      If Tenant or any Guarantor shall make an
                  assignment for the benefit of creditors, or

                           (d)      If Tenant or any Guarantor shall be
                  adjudicated a bankrupt or shall admit in writing an inability
                  to pay its debts as they become due, or

                           (e)      If a receiver shall be appointed for the
                  property of Tenant or any Guarantor by order of a court of
                  competent jurisdiction (except where such receiver shall be
                  appointed in an involuntary proceeding and be withdrawn within
                  thirty (30) days from the date of his appointment).

                  16.2     LANDLORD'S REMEDIES. Upon a default under this Lease,
         Landlord at its option may, without notice or demand of any kind to
         Tenant or any other person, exercise any one or more of the following
         described remedies in addition to all other rights and remedies
         provided at law or in equity:

                           (a)      Landlord may terminate this Lease and the
                  Term created hereby, in which event Landlord may forthwith
                  repossess the Premises and be entitled to recover forthwith as
                  damages a sum of money equal to all Rent accrued and unpaid
                  for the period up to and including the date of termination,
                  plus as final and liquidated damages (and not as a penalty)
                  Landlord's reasonable estimate of the amount of Base Rent
                  (plus Additional Rent, reasonably adjusted to account for any
                  net decrease in Operating Expenses that would occur as a
                  result of Tenant's eviction and subsequent non-occupation of
                  the Premises) that would be payable from the date of such
                  termination through the balance of the scheduled Term, less
                  the fair rental value of the Premises for said period (taking
                  into consideration the time to relet the Premises, and taking
                  into consideration and reducing said fair rental value by, the
                  Costs of Re-Letting [as defined below]), plus any other sum of
                  money and damages owed by Tenant to Landlord arising prior to
                  such termination.

                           (b)      Landlord may terminate Tenant's right of
                  possession and may repossess the Premises by any legal action
                  against Tenant's unlawful detainer, by taking peaceful
                  possession or otherwise, without terminating this Lease. If
                  Landlord terminates Tenant's right of possession without
                  terminating this Lease, Landlord shall take reasonable
                  measures to mitigate its damages, to relet the same for the
                  account of Tenant, for such rent and upon such terms as shall
                  be reasonably satisfactory to Landlord. Reasonable measures
                  shall not obligate Landlord to show the Premises before
                  showing other space in the Building to a prospective tenant.
                  For the purpose of such reletting, Landlord is authorized to
                  decorate, repair, remodel, alter or otherwise improve the
                  Premises and to relet the Premises at such rental rate (which
                  may be higher than the rental rate then applicable under this
                  Lease), as Landlord reasonably determines to be necessary to
                  maximize the effective rent on reletting. If Landlord shall
                  fail to relet the Premises, Tenant shall pay to Landlord as
                  damages the amount of the Base Rent (plus Additional Rent,
                  reasonably adjusted to account for any net decrease in
                  Operating Expenses that would occur as a result of Tenant's
                  eviction and subsequent non-occupation of the Premises)


                                       17


<PAGE>


                  reserved in this Lease for the balance of the Term as due
                  hereunder. If the Premises are relet and a sufficient sum
                  shall not be realized from such reletting after paying all of
                  the costs and expenses of all decoration, repairs, remodeling,
                  alterations, installations and additions and the expenses of
                  such reletting (including all allowances, abatements and other
                  tenant concessions required under then-existing market
                  conditions) (collectively, the "Costs of Re-Letting"), to
                  satisfy the Rent provided for in this Lease, Tenant shall
                  satisfy and pay the same upon demand therefor from time to
                  time. Tenant shall not be entitled to any rents received by
                  Landlord in excess of the Rent provided for in this Lease.
                  Tenant agrees that Landlord may file suit to recover any sums
                  falling due under the terms of this paragraph (b) from time to
                  time and that no suit or recovery of any portion due Landlord
                  hereunder shall be any defense to any subsequent action
                  brought for any amount not theretofore reduced to judgment in
                  favor of Landlord.

                           (c)      Landlord may perform the obligation which is
                  the subject of such default for the account and at the expense
                  of Tenant. In addition, if any failure by Tenant described in
                  Section 16.1(iii) shall give rise to an emergency requiring an
                  immediate cure, and Tenant shall not have cured such failure
                  within twenty four (24) hours after notice thereof by
                  Landlord, Landlord may also perform the obligation which is
                  the subject of such failure for the account and at the expense
                  of Tenant (without such failure constituting a "default"
                  hereunder except in accordance with Section 16.1(iii). All
                  reasonable out-of-pocket third party costs and expenses
                  thereof actually incurred by Landlord in connection with such
                  performance, plus all attorneys' fees and expenses of Landlord
                  incurred in enforcing any of the obligations of Tenant under
                  this Lease, shall become Rent hereunder and shall be due and
                  payable by Tenant immediately on demand.

                           (d)      Landlord may additionally (i) seek any
                  declaratory, injunctive or other equitable relief, and
                  specifically enforce this Lease, or restrain or enjoin a
                  violation or breach of any provision hereof, and (ii) sue
                  Tenant or any Guarantor for and collect any unpaid Rent which
                  has accrued.

                  16.3     DEFAULT INTEREST. If any payments of Rent remain
         unpaid for more than five (5) days after the date when due, unless
         Tenant has not been in default of any monetary obligation under this
         Lease within the previous twelve (12) month period, such payments shall
         bear interest from the date when due until the date paid at a rate of
         interest equal to the lesser of: (i) the maximum rate of interest
         permitted by applicable Laws; or (ii) four percent (4%) in excess of
         the rate announced or published from time to time by Bank One, N.A. at
         its office in Chicago, Illinois as its prime or equivalent base rate of
         interest adopted as a general benchmark from which Bank One, N.A.
         determines the floating interest rates chargeable on various loans to
         borrowers from time to time. Landlord's right to receive such interest
         shall not, in any way, limit any of Landlord's other remedies under
         this Lease or at law or equity.

                  16.4     LATE CHARGE. If any payment or installment of Rent
         owed by Tenant under this Lease or the Work Letter is not paid when
         due, unless Tenant has not been in default of any monetary obligation
         under this Lease within the previous twelve (12) month period, in
         addition to the amounts due under Section 15.3 above, Tenant shall pay
         to Landlord to compensate it for its additional for bookkeeping and
         administrative expenses resulting from such late payment an amount
         equal to the greater of $100.00 or five percent (5%) of the amount of
         Rent overdue for each and every thirty (30) day period or portion
         thereof that such Rent remains unpaid.

                  16.5     OTHER MATTERS. No re-entry or repossession, repairs,
         changes, alterations and additions, reletting, acceptance of keys from
         Tenant, or any other action or omission by Landlord shall be construed
         as an election by Landlord to terminate this Lease or Tenant's right to
         possession, or accept a surrender of the Premises, nor shall the same
         operate to release the Tenant in whole or in part from any of Tenant's
         obligations hereunder, unless express written notice of such intention
         is sent by Landlord or its agent to Tenant. To the fullest extent
         permitted by Laws, all rent and other consideration paid by any
         replacement tenants shall be applied: first,


                                       18


<PAGE>


         to the all reasonable costs and expenses incurred by Landlord for any
         repairs, maintenance, changes, alterations and improvements to the
         Premises, brokerage commissions, advertising costs, attorneys' fees,
         any customary free rent periods or credits, tenant improvement
         allowances, take-over lease obligations and other customary, necessary
         or appropriate economic incentives required to enter leases with
         replacement tenants, and costs of collecting rent from replacement
         tenants, second, to the payment of any Rent theretofore accrued, and
         the residue, if any, shall be held by Landlord and applied to the
         payment of other obligations of Tenant to Landlord as the same become
         due (with any remaining residue to be retained by Landlord). Rent shall
         be paid without any prior demand or notice therefor (except as
         expressly provided herein) and without any deduction, set-off or
         counterclaim, or relief from any valuation or appraisement laws.
         Landlord may apply payments received from Tenant to any obligations of
         Tenant then accrued, without regard to such obligations as may be
         designated by Tenant. The times set forth herein for the curing of
         defaults by Tenant are of the essence of this Lease. Tenant hereby
         irrevocably waives any right otherwise available under any Laws to
         redeem or reinstate this Lease.

                  16.6     LANDLORD'S DEFAULT. If Landlord shall fail to perform
         any term or provision under this Lease required to be performed by
         Landlord, Landlord shall not be deemed to be in default hereunder nor
         subject to any claims for damages of any kind, unless such failure
         shall have continued for a period of thirty (30) days after written
         notice thereof by Tenant; provided, if the nature of Landlord's failure
         is such that more than thirty (30) days are reasonably required in
         order to cure, Landlord shall not be in default if Landlord commences
         to cure such failure within such thirty (30) day period, and thereafter
         reasonably seeks to cure such failure to completion. If Landlord shall
         fail to cure within the times permitted for cure herein, Landlord shall
         be subject to such remedies as may be available to Tenant under
         applicable Laws (subject to the other provisions of this Lease);
         provided, in recognition that Landlord must receive timely payments of
         Rent and operate the Property, Tenant shall have no right of self-help
         to perform repairs or any other obligation of Landlord, and shall have
         no right to withhold, set-off, or abate Rent, except in connection with
         the collection of any final, non-appealable judgment (or any judgment
         not timely appealed by Landlord) rendered against Landlord under this
         Lease.

         17.      SURRENDER OF POSSESSION.

                  17.1     CONDITION OF PREMISES. At the expiration or earlier
         termination of this Lease by lapse of time or otherwise, or upon
         termination of Tenant's right of possession without terminating this
         Lease, Tenant shall surrender possession of the Premises to Landlord
         and deliver all keys to the Premises to Landlord, and shall return the
         Premises and all equipment and fixtures of Landlord to Landlord in
         substantially as good condition as when Tenant originally took
         possession, ordinary wear and tear, loss or damage by fire or other
         casualty or condemnation, and damage resulting from the act of Landlord
         or any other of its employees and agents excepted, failing which
         Landlord may restore the Premises and such equipment and fixtures to
         such condition and Tenant shall pay the cost thereof to Landlord as
         Rent immediately upon demand. Except as provided below, all
         improvements, fixtures and other items in or upon the Premises
         (including without limitation all Alterations and Tenant Improvements,
         but expressly excluding movable office furniture, trade fixtures
         (including, without limitation, racking), office equipment and other
         personal property belonging to Tenant that they may be removed without
         permanent structural damage to the Premises or the Building), whether
         temporary or permanent in character and whether made by Landlord or
         Tenant, shall become Landlord's property and shall remain upon the
         Premises at the expiration or earlier termination of this Lease by
         lapse of time or otherwise or upon a termination of Tenant's right of
         possession, without compensation to Tenant. Notwithstanding the
         foregoing, if within ten (10) days prior to the expiration or earlier
         termination of this Lease or Tenant's right of possession thereafter
         Landlord so directs by notice, Tenant shall promptly remove such of the
         foregoing items as are designated in such notice and restore the
         Premises to the condition prior to the installation of such items. If
         Tenant does not promptly remove such property upon the expiration or
         earlier termination of this Lease, or upon the termination of Tenant's
         right of possession, at Landlord's election: (i) Tenant shall be
         conclusively presumed to have conveyed the same to Landlord under this
         Lease as a bill of sale without payment or credit by Landlord, or


                                       19


<PAGE>


         (ii) Tenant shall be conclusively presumed to have forever abandoned
         such property, and without accepting title thereto, Landlord may, at
         Tenant's expense, remove, store, destroy, discard or otherwise dispose
         of all or any part thereof without incurring liability to Tenant or to
         any other person, and Tenant shall pay Landlord immediately upon demand
         the expenses incurred in taking such actions. Unless prohibited by
         applicable Laws, Landlord shall have a lien against such property for
         the costs incurred in removing and storing the same. Tenant's
         obligations under this Subsection 17.1 shall survive the expiration or
         earlier termination of the Term or a termination of Tenant's right of
         possession.

                  17.2     HOLDING OVER. If Tenant retains possession of the
         Premises or any part thereof after the expiration or earlier
         termination of this Lease, whether by lapse of time or otherwise, or
         after a termination of Tenant's right of possession, then such
         retention of possession shall be a tenancy at sufferance upon each of
         the terms herein provided as may be applicable to such tenancy at
         sufferance, except that Tenant shall pay to Landlord a per diem rent
         equal to the per diem Base Rent set forth below, plus the per diem
         amount of all Additional Rent (including, without limitation, the Tax
         Amount, the Operating Expense Amount, the Estimated Tax Payments and
         the Estimated Operating Expense Payments). The provisions of this
         Subsection shall not operate as a waiver by Landlord of any right of
         re-entry herein provided. In addition to and not in limitation of all
         other remedies set out in this Subsection, Tenant shall be liable for
         all damages (consequential as well as direct) actually sustained by
         Landlord on account of Tenant's holding over. Base Rent payable during
         any holding over shall be one hundred fifty percent (150%) of the Base
         Rent for the calendar month immediately preceding the expiration or
         termination date of this Lease or the termination of Tenant's right of
         possession.

         18.      INSURANCE.

                  18.1     WAIVER OF SUBROGATION. Landlord and Tenant each
         hereby waive all claims against the other for loss of or damage to the
         Property or Premises or to the contents thereof, which loss or damage
         is covered by valid and collectible fire and extended coverage
         insurance policies, to the extent that such loss or damage is
         recoverable under said insurance policies. Inasmuch as this mutual
         waiver will preclude the assignment of any such claim by subrogation
         (or otherwise) to an insurance company (or any other person), Landlord
         and Tenant each agree to give each insurance company that has issued,
         or in the future may issue, to it policies of fire and extended
         coverage insurance, written notice of the terms of this mutual waiver,
         and to have said insurance policies properly endorsed, if necessary, to
         prevent the invalidation of said insurance coverage by reason of said
         waiver.

                  18.2     TENANT'S INSURANCE. Tenant shall carry insurance
         during the entire Term insuring Tenant and Landlord and their
         respective agents and employees, and any other parties designated by
         Landlord from time to time (including, without limitation, any
         Mortgagee [as defined below]) as their interests may appear, with
         terms, coverages and in companies satisfactory to Landlord, and with
         such increases in limits as Landlord may from time to time request or
         as any Mortgagee may from time to time require, but initially Tenant
         shall maintain the following coverages in the following amounts:

                           (a)      Comprehensive or Commercial General
                  Liability insurance, including Contractual Liability coverage
                  of the indemnification provisions contained in this Lease and
                  host liquor liability insurance, with limits for bodily injury
                  or personal injury to or death of any person, or more than one
                  (1) person, or for damage to property in an amount of not less
                  than $1,000,000 per occurrence/$3,000,000 aggregate. The
                  coverage amounts may be provided through an umbrella or excess
                  liability policy. The Comprehensive or Commercial General
                  Liability policy shall include Landlord, Landlord's management
                  agent and any Mortgagee designated by Landlord from time to
                  time as additional insureds on a primary and non-contributory
                  basis to any insurance carried by Landlord, Landlord's
                  management agent and any Mortgagee.


                                       20
<PAGE>
                           (b) Property damage insurance against "all risks" of
                  physical loss for the full insurable replacement value of the
                  initial build-out of the Premises (including without
                  limitation, the Tenant Improvements) and all Alterations, and
                  of all furniture, trade fixtures, equipment, business records,
                  merchandise and all other items of Tenant's personal property
                  on the Premises.

                           (c) Worker's Compensation Insurance in amounts
                  required by the State of Illinois, including Voluntary
                  Compensation, Broad Form All States Endorsement, and
                  employer's liability insurance in an amount of not less than
                  $500,000 per occurrence.

                           (d) Automobile Liability Insurance with limits for
                  bodily injury or personal injury to or death of any person, or
                  more than one (1) person, or for damage to property in an
                  amount of not less than $1,000,000 combined single limit,
                  including Employer's Owned, Non-Owned and Hired Car coverage.

                  1.8.3    EVIDENCE OF INSURANCE. Tenant shall, prior to the
         commencement of the Term, furnish to Landlord certificates of insurance
         evidencing the insurance coverage required under this Section 18, and
         Tenant shall deliver renewals thereof to Landlord not less than thirty
         (30) days prior to the end of the term of such coverage, which
         certificates shall state that such insurance coverage may not be
         changed or canceled without at least thirty (30) days' prior written
         notice to Landlord and any Mortgagee identified by Landlord from time
         to time. Said certificates evidencing liability insurance shall be in
         the form of ACORD 25 and certificates evidencing property insurance in
         the form of ACORD 27.

                  18.4     LANDLORD'S INSURANCE. Landlord may maintain during
         the Term the following insurance with such coverages and deductibles as
         Landlord may determine from time to time, the cost of which shall be
         included in "Operating Expenses": comprehensive (or commercial) general
         liability insurance; worker compensation insurance as required by
         statute; employer's liability insurance; fire and extended coverage or
         "all-risk" property damage insurance; business interruption insurance
         with coverage of at least twelve (12) months rent; and such other
         policies as Landlord shall deem appropriate or that may be required by
         any Mortgagee.

         19.      FIRE OR CASUALTY. If the Premises or the Building (including
machinery or equipment used in the operation of the Building) shall be destroyed
or damaged by fire or other casualty and if the Premises (excluding any Tenant
Improvements and Alterations) or the Building may be repaired and restored
within one hundred eighty (180) days after such casualty, then Landlord shall
repair and restore the same with reasonable promptness, but only to the extent
insurance proceeds are actually made available to Landlord for purposes of
repair and restoration; provided, however, that Landlord shall only be obligated
to repair and restore any improvements (including but not limited to Tenant
Improvements and Alterations) made to the Premises to the extent that: (i)
Landlord paid for the initial construction of such improvements (either directly
or through an allowance granted to Tenant), and (ii) Landlord receives the
insurance proceeds related to such improvements under the insurance described in
clause (b) of Subsection 18.2 hereof. In the event Landlord repairs or restores
such improvements, Tenant shall execute all documents and take all actions
necessary to make the insurance proceeds described in clause (ii) of the
immediately preceding sentence available to Landlord for the repair and
restoration of the Premises. Notwithstanding anything contained herein to the
contrary, if the Premises or the Building are substantially damaged or destroyed
during the last twelve (12) months of the Term, either Landlord or Tenant shall
have the right to terminate this Lease as of the date of the fire or other
casualty by giving notice to the other within thirty (30) days after the date of
the fire or casualty, in which event, Rent shall be apportioned on a per diem
basis and paid to the date of such fire or casualty. Notwithstanding anything
contained herein to the contrary, if either: (1) such damage renders the
Premises untenantable in whole or in part and cannot reasonably be repaired and
restored (excluding Tenant Improvements and Alterations) within one hundred
eighty (180) days, or (2) sufficient insurance proceeds are not or will not be
made available to Landlord for repair or restoration, or (3) the cost of the
repairs or restoration would exceed twenty five percent (25%) of the replacement
value of the Building, then each of Landlord and Tenant shall have the right to
cancel and terminate this Lease as of the date of such damage upon giving notice
to the


                                       21
<PAGE>

other party at any time within ninety (90) days after such damage shall have
occurred. In the event any fire or casualty renders all or any portion of the
Premises untenantable, in whole or in part, and if this Lease shall not be
terminated by reason of such damage, then Base Rent and Additional Rent shall
abate during the period beginning with the date of such fire or other casualty
and ending with the date when Landlord has substantially completed all repairs
to the Premises, including any repairs to the Tenant Improvements and
Alterations or other improvements to the Premises, required to be completed by
Landlord in accordance with the terms and conditions of this Section 19, by an
amount bearing the same ratio to the total amount of Base Rent and Additional
Rent for such period as the untenantable portion of the Premises bears to the
entire Premises (except that if such portion of the Premises is untenantable to
the extent that the Premises in its entirety is not reasonably suitable for the
operation of Tenant's business at the Premises, then Base Rent and Additional
Rent shall abate for the entirety of the Premises). Landlord shall not otherwise
be liable for any inconvenience or annoyance to Tenant or its visitors, or
injury to Tenant's business resulting in any way from any damage or the repair
thereof relating to any fire or other casualty. However, if Landlord has not
commenced any repairs or restoration required under this Section 19 within sixty
(60) days after such casualty and is not diligently prosecuting such repairs and
restoration to completion, or if the Premises (other than any Tenant
Improvements and Alterations) or the Building are not repaired and restored
within said one hundred eighty (180) days or such longer period (not to exceed
two hundred forty (240) days in the aggregate) in the event of delays as a
result of Events of Force Majeure, then Tenant may elect to terminate this Lease
by delivering written notice thereof to Landlord at any time after the
expiration of the one hundred eighty (180) period (as may be extended for Events
of Force Majeure) and before the substantial completion of such repair or
restoration, except that such termination shall be of no effect if Landlord
notifies Tenant in writing within ten (10) days after receipt of Tenant
termination notice that Landlord has, and Landlord in fact has, completed the
repair and restoration of the Premises (other than any Tenant Improvements and
Alterations) or the Building. Tenant agrees that Landlord's obligation to
restore, Tenant's right to terminate the Lease as provided herein and the
abatement of Rent provided herein, shall be Tenant's sole recourse in the event
of such damage, and waives any other rights Tenant may have under any applicable
Laws to terminate the Lease by reason of damage to the Premises or Property.
Tenant acknowledges that this Section 19 represents the entire agreement between
the parties respecting damage to the Premises or Property.

         20.      CONDEMNATION. If the whole or any part of the Premises or the
Building or any substantial portion of the Parking Areas shall be taken or
condemned by any competent authority for any public use or purpose or if any
adjacent property or street shall be condemned or improved in such a manner as
to require the use of any part of the Premises or of the Building or the Parking
Areas, or if Landlord shall grant a deed or other instrument in lieu of such
taking by eminent domain or condemnation, Landlord shall have the right (but not
the obligation) to end the Term upon the date when the possession of the part so
taken shall be required for such use or purpose, and current Rent shall be
apportioned as of the date of such termination. Tenant shall have no right to
any apportionment of or share in any condemnation award or judgment for damages
made for the taking of any part of the Premises or the Property, but may seek
its own award for loss of or damage to Tenant's business or its property
resulting from such taking, provided that such an award to Tenant does not in
any way diminish the award payable to Landlord on account of such taking.

         21.      NOTICES.

                  21.1     ADDRESSES. All notices to be given by one party to
         the other under this Lease shall be in writing (except as expressly
         provided herein to the contrary) and shall be sent by either: (i)
         United States certified mail, return receipt requested, postage
         prepaid, (ii) national air courier service for overnight delivery, or
         (iii) hand delivery as follows:

                  (a)      To Landlord: The Prudential Insurance Company of
                                          America
                                        Two Prudential Plaza
                                        180 North Stetson Street, Suite 3275
                                        Chicago, Illinois 60601
                                        Attention: Vice President-PRISA


                                       22
<PAGE>

                           With a copy to: PDC Properties, Inc.
                                           222 Spring Lake Drive
                                           Itasca, IL 60143
                                           Attention: Margaret Chaney

                           or to such other person or at such other address
                           designated by notice sent to Tenant, and during the
                           Term with a copy to the address to which Rent is then
                           being paid under this Lease.

                  (b)      To Tenant:      Innotrac Corporation
                                           6655 Sugarloaf Parkway
                                           Duluth, Georgia 30097
                                           Attention: David L. Gamsey-
                                                      Chief Financial Officer

                           or to such other person or at such other address
                           designated by notice sent to Landlord, and during the
                           Term with a copy to the Premises.

                  21.2     METHOD. Mailed notices shall be deemed to have been
         given two (2) business days after posting in the United States mails.
         Notices sent by overnight courier shall be deemed to have been given
         one (1) business day after delivery to the overnight courier, and
         notices which are hand delivered shall be deemed to have been given on
         the day tendered for delivery.

         22.      ADDITIONAL COVENANTS OF TENANT. Tenant hereby covenants and
agrees to comply with, and to cause its employees, agents, clients, customers,
invitees and guests to comply with, the following provisions:

                           (a)      Any sign, lettering, picture, notice, or
                  advertisement installed within the Premises or on the Property
                  shall be installed at Tenant's expense and in compliance with
                  all Laws. Without obtaining Landlord's prior, written consent
                  (which consent may not be unreasonably withheld), no sign,
                  lettering, picture, notice or advertisement may be placed on
                  any portion of the Premises which is visible from outside the
                  Premises or on any portion of the Property; provided, however,
                  that Tenant may install: (i) a sign panel displaying the name
                  or tradename of Tenant, or any portion thereof, on the
                  existing Building monument sign or, if applicable, on both
                  sides of such sign; and (ii) signage on displaying the name or
                  tradename of Tenant on a portion of the exterior of the
                  Building located directly outside of the Premises, so long as
                  any such signage is installed at Tenant's expense and subject
                  to: (x) the reasonable approval of Landlord as to the style,
                  size, location, color and lighting (if any) of such signage;
                  (y) all Park Covenants and any other easements or documents or
                  record, including but not limited to any approval of the
                  Association or its design committee as may be required
                  thereunder; and (z) all applicable Laws.

                           (b)      Tenant shall not use the name of the
                  Building or the Park is located for any purpose other than for
                  identifying Tenant's business address, or use any picture or
                  likeness of the Building in any letterheads, envelopes,
                  circulars, notices, advertisements, containers or wrapping
                  material, without Landlord's prior consent in writing.

                           (c)      Except with respect to satellite or other
                  communication dishes or antennas as may be permitted by
                  applicable Laws and the Park Covenants and as are installed:
                  (i) in locations on the roof of the Building specified by
                  Landlord; (ii) subject to Landlord's reasonable size
                  restrictions, utility and structural load requirements and
                  screening criteria; (iii) with the use of Landlord's roofing
                  contractor; and (iv) subject to other reasonable requirements
                  relating to any warranty, guaranty or service contract
                  applicable to the roof of the Building, Tenant shall not place
                  any radio or television antenna on the roof of the Building or
                  on any other part of the Property other than inside the
                  Premises, or operate or permit to be operated any musical or
                  sound producing instrument or device inside or


                                       23
<PAGE>

                  outside the Premises that may be heard outside the Premises.
                  Tenant shall not make noises, cause disturbances or vibrations
                  or use or operate any electrical or electronic devices or
                  other devices that emit sound or other waves or disturbances,
                  or create odors, any of which may be offensive to other
                  tenants and occupants of the Building or that would interfere
                  with the operation of any device or equipment or radio or
                  television broadcasting or reception from or within the
                  Building or elsewhere.

                           (d)      Tenant shall not obstruct sidewalks,
                  roadways, Parking Areas or entrances in and about the
                  Property. Tenant shall not place objects against doors or
                  windows that would be unsightly from the exterior of the
                  Building, and will promptly remove same upon notice from
                  Landlord. Tenant shall store and dispose of refuse as directed
                  by Landlord, including, without limitation, storing and
                  disposing of all refuse, in a neat and clean condition so as
                  not to be visible to members of the public and so as not to
                  create any health or fire hazard.

                           (e)      Tenant shall not make any room-to-room
                  canvass to solicit business from other tenants in the Building
                  and shall not exhibit, sell or offer to sell, use, rent or
                  exchange any item or service in or from the Premises.

                           (f)      Tenant shall not waste electricity or water
                  and agrees to cooperate fully with Landlord to assure the most
                  effective operation of the Building's heating and air
                  conditioning systems, and shall not adjust any controls other
                  than room thermostats installed for Tenant's use or take any
                  action which could jeopardize the warranties covering the
                  heating, ventilating or air conditioning systems. Tenant shall
                  comply with all programs instituted by Landlord under
                  applicable federal, state or local energy conservation
                  standards or other governmental requirements or directives
                  (whether mandatory or voluntary).

                           (g)      Door keys for doors in the Premises will be
                  furnished on the Commencement Date by Landlord. Tenant shall
                  not affix additional locks on doors and shall purchase
                  duplicate keys only from Landlord. At the end of the Term or
                  earlier termination of the Lease or upon a termination of
                  Tenant's right of possession, Tenant shall return all keys to
                  Landlord and will disclose to Landlord the combination of any
                  safes, cabinets or vaults left in the Premises in accordance
                  with the terms and conditions of this Lease.

                           (h)      Tenant assumes full responsibility for
                  protecting Tenant's property from theft, robbery and
                  pilferage, which includes keeping doors locked and other means
                  of entry to the Premises closed and secured. In addition, the
                  parties acknowledge that safety and security devices, services
                  and programs provided by Landlord, if any, while intended to
                  deter crime and ensure safety, may not in given instances
                  prevent theft or other criminal acts, or ensure safety of
                  persons or property. The risk that any safety or security
                  device, service or program may not be effective, or may
                  malfunction, or be circumvented by a criminal, is assumed by
                  Tenant with respect to Tenant's property and interests, and
                  Tenant shall obtain insurance coverage to the extent Tenant
                  desires protection against such criminal acts and other
                  losses. Tenant agrees to cooperate in any reasonable safety or
                  security program developed by Landlord or required by
                  applicable Laws.

                           (i)      Peddlers, solicitors and beggars shall be
                  reported promptly to Landlord.

                           (j)      Tenant shall not install or operate
                  machinery or any mechanical devices of a nature not directly
                  related to Tenant's permitted use of the Premises.

                           (k)      Tenant shall comply with all covenants,
                  conditions and restrictions of record encumbering or relating
                  to the Property or any portion of either thereof (including,
                  without limitation, any Park Covenants), and with all rules
                  and regulations issued from time to time by Landlord or by the
                  Association.


                                       24
<PAGE>

                           (l)      Tenant will not in any manner deface or
                  injure the Property or any part of either thereof or overload
                  the floors of the Premises.

                           (m)      Tenant will not use the Premises for lodging
                  or sleeping purposes or for any immoral or illegal purposes.

                           (n)      Tenant shall not at any time manufacture,
                  sell, use or give away, and shall not at any time permit the
                  manufacture, sale, use or gift of any spirituous, fermented,
                  intoxicating or alcoholic liquors on the Premises or the
                  Property.

                           (o)      In no event shall Tenant permit on the
                  Property flammables or explosives or any other article of an
                  intrinsically dangerous nature. If by reason of Tenant's
                  failure to comply with the provisions of this Subsection, any
                  insurance coverage is jeopardized or insurance premiums are
                  increased, in addition to all other rights and remedies
                  available to Landlord upon a default by Tenant under this
                  Lease, Landlord shall have the right to require Tenant to make
                  immediate payment of the increased insurance premium, if any.

                           (p)      Tenant shall not introduce, use, handle,
                  generate, treat, transport, store or dispose of, or permit the
                  introduction, use, handling, generation, treatment,
                  transportation, storage or disposal of any Hazardous Materials
                  (as defined below) in, on, under, to, from, around or about
                  the Premises, the Building or the Property, except for
                  Hazardous Materials contained in products which are reasonably
                  and customarily used in general office uses, such as photocopy
                  machine solutions and cleaning solvents, as long as such
                  Hazardous Materials are only used in compliance with all Laws
                  (without the need for a special permit) and all manufacturer's
                  and supplier's instructions and recommendations, and in
                  quantities and for purposes which are reasonably and
                  customarily used in general office uses. Tenant shall
                  indemnify, defend and hold harmless the Landlord Parties from
                  and against all fines, penalties, liens, suits, procedures,
                  claims, demands, liabilities, damages (including consequential
                  damages), actions, causes of action, costs and expenses of
                  every kind and nature whatsoever (including, without
                  limitation, reasonable attorneys', engineers', experts' and
                  consultants' fees and costs of testing, monitoring,
                  remediation, removal and cleanup), contingent or otherwise,
                  known or unknown, incurred or imposed, arising directly or
                  indirectly out of or in any way connected with Tenant's breach
                  of the covenants set forth in this Subsection 22(p) or
                  otherwise in connection with the introduction, use, handling,
                  generation, treatment, transportation, storage or disposal of
                  any Hazardous Materials. Tenant's obligations under the
                  immediately preceding sentence shall survive the expiration or
                  earlier termination of this Lease and a termination of
                  Tenant's right of possession. For purposes hereof, "Hazardous
                  Materials" shall mean (i) substances defined as "hazardous
                  substances", "toxic substances" or "hazardous wastes" in the
                  Comprehensive Environmental Response, Compensation and
                  Liability Act of 1980, as amended (42 U.S.C., Sec. 9061, et.
                  seq.), the Hazardous Materials Transportation Act (49 U.S.C.,
                  Sec. 1802), the Resource Conservation and Recovery Act (42
                  U.S.C., Sec. 6901 et. seq.), the Toxic Substances Control Act
                  of 1976, as amended (15 U.S.C., Sec. 2601, et. seq.) or in any
                  other Laws now or hereafter in effect governing similar
                  matters, or in any regulations adopted or publications
                  promulgated pursuant thereto; (ii) asbestos and asbestos
                  containing materials; and (iii) petroleum and petroleum based
                  products. Tenant shall promptly notify Landlord of: (i) any
                  enforcement, cleanup or other regulatory action taken or
                  threatened by any governmental or regulatory authority with
                  respect to the presence of any Hazardous Materials on the
                  Premises or the migration thereof from or to other property,
                  (ii) any demands or claims made or threatened by any party
                  against Tenant or the Premises relating to any loss or injury
                  resulting from any Hazardous Materials, (iii) any release,
                  discharge or nonroutine, improper or unlawful disposal or
                  transportation of any Hazardous Materials on or from the
                  Premises, and (iv) any matters where Tenant is required by
                  Laws to give a notice to any governmental or regulatory
                  authority respecting any Hazardous Materials on the Premises.


                                       25
<PAGE>

         23.      ESTOPPEL CERTIFICATES; MORTGAGE ISSUES.

                  23.1     ESTOPPEL CERTIFICATES. Tenant agrees that from time
         to time upon not less than twenty (20) days prior request by Landlord
         or any Mortgagee, Tenant will deliver to Landlord or such Mortgagee an
         estoppel certificate substantially in the form of EXHIBIT D attached
         hereto and made a part hereof or in such other form as Landlord or any
         Mortgagee may request. In the event Tenant fails or refuses to deliver
         any such certificate within said 20-day period, in addition to all
         other rights and remedies available under this Lease, at law or in
         equity upon a default by Tenant under this Lease: (i) Tenant hereby
         appoints Landlord as attorney-in-fact for Tenant with full power and
         authority to execute and deliver in the name of Tenant any such
         certificate, and (ii) Tenant shall be deemed to have accepted, agreed
         to and certified to, each of the statements set forth in any such
         certificate.

                  23.2     SUBORDINATION AND ATTORNMENT. Landlord may sell the
         Land and become the tenant under a ground or underlying lease of the
         Land and this Lease and all rights of Tenant hereunder will then be
         subject and subordinate to such underlying lease and any extensions or
         modifications thereof. This Lease and all of Tenant's rights hereunder
         shall also be subject and subordinate to any mortgage or mortgages (and
         the liens thereof) at any time hereafter in force against the Building,
         the Land and/or the underlying leasehold estate, and to all advances
         made or hereafter to be made upon the security thereof. For purposes of
         this Lease, "Mortgagee" shall mean the mortgagee, from time to time,
         under any mortgage granted by Landlord and hereafter encumbering the
         Property or any portion thereof or interest therein. Tenant shall
         execute such further instruments subordinating this Lease to any such
         mortgage or mortgages as Landlord from time to time may request. Tenant
         covenants and agrees that, if by reason of any default on the part of
         Landlord herein as tenant under said underlying lease, or as mortgagor
         under any mortgage to which this Lease is subject and subordinate, said
         underlying lease is terminated or such mortgage is foreclosed by
         summary proceedings, voluntary agreement or otherwise, Tenant, at the
         election of the landlord under said underlying lease or the Mortgagee
         of such mortgage, as the case may be, will attorn to and recognize such
         landlord or Mortgagee as the "Landlord" under this Lease. Tenant
         further agrees to execute and deliver at any time upon request of
         Landlord, any Mortgagee or any party which shall succeed to the
         interest of Landlord as tenant under said underlying lease, any
         instrument reasonably necessary to evidence such attornment. However,
         in the event of attornment, no Mortgagee or any party which shall
         succeed to the interest of Landlord as tenant under said underlying
         lease shall be: (i) liable for any act or omission of Landlord, or
         subject to any offsets or defenses which Tenant might have against
         Landlord (prior to such Mortgagee or other party becoming Landlord
         under such attornment), (ii) liable for any security deposit or bound
         by any prepaid Rent not actually received by such Mortgagee or other
         party, or (iii) bound by any future modification of this Lease not
         consented to by such Mortgagee or other party. Tenant waives the
         provision of any law now or hereafter in effect which may give to
         Tenant any right of election to terminate this Lease or to surrender
         possession of the Premises in the event any proceeding is brought by
         landlord under said underlying lease or the Mortgagee under any such
         mortgage to terminate said underlying lease or foreclose such mortgage.
         At the election of any Mortgagee (expressed in a document signed by
         such Mortgagee), such Mortgagee may make all or some of Tenant's rights
         and interests in this Lease superior to any mortgage held by such
         Mortgagee and the lien thereof. Tenant's obligation hereunder to
         subordinate its rights under this Lease to any mortgage or mortgages or
         underlying lease is expressly subject to Tenant's receiving from the
         holder of any such superior interest a non-disturbance agreement in
         form and content reasonably acceptable to Tenant, Landlord and such
         interest holder.

                  23.3     NOTICES TO MORTGAGEES. Tenant agrees to give any
         Mortgagee, by United States certified mail, return receipt requested,
         postage prepaid, a copy of any notice of default served upon Landlord.
         Tenant further agrees that if Landlord shall have failed to cure such
         default, then such Mortgagee shall have thirty (30) days after such
         notice is given within which to cure such default, or if such default
         cannot reasonably be cured by such Mortgagee within thirty (30) days,
         such Mortgagee shall have such additional time as may be necessary to
         cure such default (including, without limitation, time necessary to
         obtain possession of the Property if possession is


                                       26
<PAGE>

         necessary to cure such default), and Tenant shall not pursue any
         remedies it may have for such default and this Lease shall not be
         terminated, while such cure is being diligently pursued.

                  23.4     QUIET POSSESSION. Upon payment by Tenant of the Rent
         due hereunder, and upon the observance and performance of all the
         covenants, terms and conditions on Tenant's part to be observed and
         performed under this Lease, Tenant shall peaceably and quietly hold and
         enjoy the Premises for the Term, without hindrance or interruption by
         Landlord or any other person or persons lawfully or equitably claiming
         by, through or under Landlord, always subject, however, to the terms
         and conditions of this Lease.

         24.      MISCELLANEOUS.

                  24.1     DEFINITION OF LANDLORD. For purposes of this Lease,
         Landlord shall mean Landlord named above, except that in the event of
         any sale or other transfer of the Property or the Building, the seller
         or transferor (and the beneficiaries of any selling or transferring
         land trust) shall be and hereby is and are entirely freed and relieved
         of all agreements, covenants and obligations of the Landlord hereunder
         accruing from and after the effective date of such transfer, and
         without further agreement between the parties and the purchaser or
         transferee on any sale or transfer, such purchaser or transferee shall
         be deemed and held to have assumed and agreed to carry out any and all
         agreements, covenants and obligations of the Landlord hereunder
         accruing from and after the effective date of such sale or transfer.

                  24.2     REAL ESTATE BROKERS. Tenant represents that Tenant
         has dealt with no broker in connection with this Lease other than the
         Broker, and that insofar as Tenant knows, no other broker or finder
         negotiated this Lease or is entitled to any fee or commission in
         connection herewith. Tenant agrees to indemnify, defend and hold the
         Landlord Parties free and harmless from and against all claims for
         broker's commissions or finder's fees by any person claiming to have
         represented or procured, or to have been engaged by, Tenant in
         connection with this transaction other than the Broker. Landlord
         represents that Landlord has dealt with no broker in connection with
         this Lease other than the Broker and that insofar as Landlord knows, no
         other broker or finder negotiated this Lease or is entitled to any fee
         or commission in connection herewith. Landlord agrees to indemnify,
         defend and hold Tenant free and harmless from and against all claims
         for broker's commissions or finder's fees by any person claiming to
         have represented or to have been engaged by Landlord in connection with
         this transaction.

                  24.3     CUMULATIVE REMEDIES. Except to the extent expressly
         provided herein to the contrary, all rights and remedies of Landlord
         and Tenant under this Lease shall be cumulative, and none shall exclude
         any other rights and remedies allowed by law.

                  24.4     GRAMMATICAL INTERPRETATION. The word "Tenant"
         wherever used herein shall be construed to mean Tenants in all cases
         where there is more than one Tenant, and the necessary grammatical
         changes required to make the provisions hereof apply either to
         corporations or individuals, men or women, shall in all cases be
         assumed as though in each case fully expressed.

                  24.5     SUCCESSORS AND ASSIGNS. Each of the provisions of
         this Lease shall extend to and shall, as the case may require, bind or
         inure to the benefit, not only of Landlord and of Tenant, but also of
         their respective heirs, legal representatives, successors and assigns,
         provided this clause shall not permit any Transfer contrary to the
         provisions of Section 11 hereof.

                  24.6     NO ORAL MODIFICATIONS. All of the agreements,
         representations and obligations of Landlord are contained herein, and
         no modification, waiver or amendment of this Lease or of any of its
         conditions or provisions shall be binding upon Landlord unless in
         writing signed by Landlord or by a duly authorized agent of Landlord
         empowered by a written authorization signed by Landlord.


                                       27
<PAGE>

                  24.7     EFFECTIVENESS. This Lease shall become effective only
         upon execution thereof by both parties and delivery thereof to Tenant.

                  24.8     NO AIR RIGHTS. No rights to light or air over any
         property, whether belonging to Landlord or any other person, are
         granted to Tenant by this Lease.

                  24.9     [INTENTIONALLY OMITTED].

                  24.10    LANDLORD'S TITLE. Landlord's title to the Property is
         and always shall be paramount to the title of Tenant. Nothing herein
         contained shall empower Tenant to do any act which can, shall or may
         encumber the title of Landlord to the Property.

                  24.11    RECORDING PROHIBITED. Neither this Lease, nor any
         memorandum, affidavit or other writing with respect hereto, shall be
         recorded in any public record by Tenant or by anyone acting through,
         under or on behalf of Tenant, and the recording thereof in violation of
         this provision shall make this Lease null and void at Landlord's
         election.

                  24.12    RELATIONSHIP OF PARTIES. Nothing contained in this
         Lease shall be deemed or construed by the parties hereto or by any
         third party, to create the relationship of principal and agent,
         partnership, joint venture or any association between Landlord and
         Tenant, it being expressly understood and agreed that neither the
         method of computation of Rent nor any other provisions contained in
         this Lease nor any acts of the parties hereto shall be deemed to create
         any relationship between Landlord and Tenant other than the
         relationship between Landlord and Tenant other than the relationship of
         lessor and lessee.

                  24.13    LIMITATION OF LIABILITY. Any claim against, or
         liability or obligation of, Landlord under this Lease or relating to
         the Premises or the Property shall be limited solely to and satisfied
         solely from the interest of Landlord in the Property and the rents,
         profits, issues, and proceeds thereof, and none of the Landlord Parties
         (other than Landlord) shall be individually or personally liable for
         any claim arising out of this Lease or relating to the Premises or the
         Property. A deficit capital account of any partner in Landlord shall
         not be deemed an asset or property of Landlord.

                  24.14    EXCUSE FOR NON-PERFORMANCE. Except as expressly
         provided to the contrary in this Lease, and except for Tenant's
         obligation to pay Rent hereunder, neither Tenant nor Landlord shall be
         in default hereunder, if Tenant or Landlord is unable to fulfill any of
         its obligations under this Lease because of any accident, governmental
         restriction, inability to obtain fuel or materials, strike or lockout
         (whether legal or illegal), act of God or other event, occurrence or
         circumstance beyond the reasonable control seeking to perform such
         obligations ("Events of Force Majeure").

                  24.15    RIDERS AND EXHIBITS. All exhibits and riders attached
         to this Lease are made a part hereof and are incorporated herein by
         reference.

                  24.16    CAPTIONS AND SEVERABILITY. The captions of the
         Sections and Subsections of this Lease are for convenience of reference
         only and shall not be considered or referred to in resolving questions
         of interpretation. If any term or provision of this Lease shall be
         found invalid, void, illegal, or unenforceable with respect to any
         particular person or entity by a court of competent jurisdiction, it
         shall not affect, impair or invalidate any other terms or provisions
         hereof, or its enforceability with respect to any other person or
         entity, the parties hereto agreeing that they would have entered into
         the remaining portion of this Lease notwithstanding the omission of the
         portion or portions adjudged invalid, void, illegal, or unenforceable
         with respect to such person or entity.

         25.      PARKING. Tenant agrees not to utilize (and shall cause its
agents, employees and invitees to not utilize) more than thirty (30) parking
spaces for passenger automobiles in the parking areas located on the Land as
delineated in EXHIBIT A (the "Parking Areas") nor more than ten (10) parking
spaces for tractor trailers or similar vehicles in the parking areas located on
the Land between the two existing docks


                                       28
<PAGE>

as delineated in EXHIBIT A (the "Trailer Areas"). Tenant agrees to comply with,
and to cause its agents, employees and invitees to comply with, all reasonable
rules and regulations which may from time to time be promulgated by Landlord
with respect to use of the Parking Areas. Tenant shall be responsible for
supervising the use of the Parking Areas and the Trailer Areas by Tenant's
agents, employees and invitees in order to confirm compliance with the terms set
forth in this Section 25. If Tenant is in default of its covenants and
obligations set forth in this Section 25, Landlord shall have the right, but not
the obligation, in addition to all other rights and remedies under this Lease,
to employ or engage one or more individuals to supervise the use of the Parking
Areas and Trailer Areas by Tenant's agents, employees and invitees in order to
confirm compliance with the terms set forth in this Section 25, and Tenant shall
reimburse Landlord for all costs incurred in connection therewith within ten
(10) days after being billed therefor.

         26. ERISA. Tenant hereby represents and warrants that:

                  26.1     Neither Tenant nor any of its "affiliates" (within
         the meaning of Part V(c) of Prohibited Transaction Exemption 84-14, 49
         Fed. Reg. 9494 (1984), as amended ("PTE 84-14")) has, or during the
         immediately preceding year has exercised the authority to:

                           (a)      appoint or terminate Landlord as investment
                  manager over assets of any "employee benefit plan" (as defined
                  in Section 3(3) of the Employee Retirement Income Security Act
                  of 1974, as amended ("ERISA")) invested in, or sponsored by,
                  Landlord; or

                           (b)      negotiate the terms of a management
                  agreement (including renewals or modifications thereof) with
                  Landlord on behalf of any such plan;

                  26.2     Tenant is not "related" to Landlord (as determined
         under in Part V(h) of PTE 84-14);

                  26.3     Tenant has negotiated and determined the terms of
         this Lease at arm's length, as such terms would be negotiated and
         determined by the Tenant with unrelated parties; and

                  26.4     Tenant is not an "employee benefit plan" as defined
         in Section 3(3) of ERISA, a "plan" as defined in Section 4975(e)(1) of
         the Internal Revenue Code of 1986, as amended, or an entity deemed to
         hold "plan assets" within the meaning of 29 C.F.R. ss. 2510.3-101 of
         any such employee benefit plan or plan.

         27.      ATTORNEYS' FEES. In the event of any litigation between the
parties, the prevailing party shall be entitled to obtain, as part of the
judgment, all reasonable attorneys' fees, costs and expenses incurred in
connection with such litigation, except as may be limited by applicable Laws.

         28.      AMERICANS WITH DISABILITIES ACT. The parties acknowledge that
Title III of the Americans With Disabilities Act of 1990 (42 U.S.C. ss. 12101 et
seq.) and regulations and guidelines promulgated thereunder, as all of the same
may be amended and supplemented from time to time (collectively referred to here
as the "ADA") established requirements for accessibility and barrier removal,
and that such requirements may or may not apply to the Premises and Property
depending on, among other things: (a) whether Tenant's business is deemed a
"public accommodation" or "commercial facility", (b) whether such requirements
are "readily achievable", and (c) whether a given alteration affects a "primary
function area" or triggers "path of travel" requirements. The parties hereby
agree that: (x) Landlord shall be responsible for ADA Title III compliance on
the common areas of the Property and in the Building common areas and in the
common area lobby restrooms, if any, (y) Tenant shall be responsible for ADA
Title III compliance in the Premises (provided that Landlord represents and
warrants that as of the date of this Lease, the Premises are currently in
compliance with ADA Title III for their present uses), and (z) Landlord may
perform, or require that Tenant perform, and Tenant shall be responsible for the
cost of, ADA Title III "path of travel" requirements triggered by Alterations in
the Premises. Tenant shall be solely responsible for requirements under Title I
of the ADA relating to Tenant's employees.


                                       29
<PAGE>

         29.      EXPANSION OPTION.

                  29.1     Subject to the terms and conditions of this Section
         29, Tenant shall have and is hereby granted the right to add to the
         Premises demised hereunder all (and only all) of the Expansion Space
         that becomes available for lease (such right, with respect to each such
         portion of the Expansion Space, is hereinafter referred to as an
         "Expansion Option") at any time prior to February 28, 2003 (the
         "Expansion Deadline"). The "Expansion Space" shall be the area of the
         Building identified as the "Expansion Space" on EXHIBIT A.

                  29.2     If Tenant executes and delivers to Landlord four (4)
         counterparts of the amendment to this Lease attached hereto as EXHIBIT
         E-1 on or prior to January 15, 2003 (the "Election Deadline"), Tenant
         shall be deemed to have validly exercised its Expansion Option and
         elected to add all of all of the Expansion Space to the Premises on the
         terms and conditions set forth in EXHIBIT E-1. If Tenant executes and
         delivers to Landlord four (4) counterparts of the amendment to this
         Lease attached hereto as EXHIBIT E-2 after the Election Deadline but on
         or prior to the Expansion Deadline, Tenant shall be deemed to have
         validly exercised its Expansion Option and elected to add all of all of
         the Expansion Space to the Premises on the terms and conditions set
         forth in EXHIBIT E-2. Promptly upon receipt of the applicable Lease
         amendment in a timely manner, Landlord shall execute and return to
         Tenant two (2) counterparts of the applicable Lease amendment. In the
         event Tenant fails to exercise its right to add the Expansion Space to
         the Premises in accordance herewith, Tenant shall have no further
         rights under this Section 29, and Landlord shall thereafter be free to
         lease such Expansion Space to any third party upon such terms and
         conditions as Landlord in its sole discretion deems advisable (subject
         to Section 30 below) upon its construction of a standard demising wall
         between the Premises and the Expansion Space at Landlord's sole cost
         and expense.

                  29.3     It shall be a condition to Tenant's right to exercise
         the Expansion Option that, at the time Tenant delivers the Lease
         amendment counterparts to Landlord in accordance with Section 29.2, (a)
         Tenant is not in monetary or material non-monetary Default after notice
         and expiration of any applicable cure period, and (b) neither this
         Lease nor Tenant's right of possession shall have been terminated and
         this Lease shall then be in full force and effect.

         30.      RIGHT OF FIRST OFFER.

                  30.1     Subject to the rights of the Existing Tenants (as
         defined below), Tenant shall have and is hereby granted the right to
         add to the Premises demised hereunder all or a portion of the Eligible
         Space (as defined below) from and after the date of this Lease (such
         right is hereinafter referred to as the "Right of First Offer") at any
         time after the Expansion Deadline and during the Term hereof in
         accordance with the terms and conditions of this Section 30. For
         purposes of this Lease, the term "Existing Tenants" shall mean: (i)
         Newbreed, Inc.; (ii) Amerimax Home Products, Inc., a Delaware
         corporation, and (iii) their respective affiliates, successor and
         assigns, and Tenant's Right of First Offer shall be expressly subject
         to the rights of such Existing Tenants only with respect to the
         Eligible Space. The "Eligible Space" shall be the area of the Building
         identified as delineated as the "Expansion Space" or the "Amerimax
         Space" on EXHIBIT A.

                  30.2     Landlord shall notify Tenant in writing promptly
         after Landlord reasonably anticipates that the Eligible Space or any
         portion thereof is or will be available for lease (such available
         Eligible Space, the "ROFO Space"). Such notice (an "Offer Notice")
         shall include the rentable square footage and location of the ROFO
         Space, Landlord's reasonable good faith determinations of the net
         effective rental rate Landlord expects to receive for the ROFO Space
         (including the proposed base rent, additional rent, proposed term and
         other material concessions, if any), and the date that the ROFO Space
         will be available for lease to Tenant (after completion of any
         improvements Landlord is required to make hereunder). Tenant shall have
         twenty (20) business days from its receipt of such notice within which
         to notify Landlord in writing of Tenant's acceptance of such offer to
         add all (and only all) of the ROFO Space to the Premises on the terms


                                       30
<PAGE>

         and conditions set forth in the Offer Notice. In the event Tenant fails
         to exercise its right to add such ROFO Space to the Premises in
         accordance herewith, Tenant shall not be entitled to exercise any
         rights under this Section 30 respecting such ROFO Space during the
         remainder of the Term, as may be extended or renewed, except as
         expressly provided below, and Landlord shall thereafter be free to
         lease such ROFO Space to a third party at a net effective rental rate
         not less than ninety five percent (95%) of the net effective rental
         rate set forth in the Offer Notice and otherwise upon such terms and
         conditions as Landlord in its sole discretion deems advisable. If
         Landlord is unable to lease such ROFO Space to a third party at a net
         effective rental rate not less than ninety five percent (95%) of the
         net effective rental rate set forth in the Offer Notice within one
         hundred eighty (180) days following Tenant's receipt of the Offer
         Notice, Tenant's rights hereunder respecting such ROFO Space shall be
         reinstated, and such ROFO Space shall again be deemed to constitute a
         portion of the Eligible Space, upon the expiration of such 180-day
         period.

                  30.3     If Tenant has validly exercised the Right of First
         Offer pursuant to this Section 30, then the applicable ROFO Space shall
         be included in the Premises, subject to all the agreements, terms and
         conditions of this Lease, with the following exceptions and
         modifications:

                           (a)      The Rentable Area of the Premises shall be
                  increased by the rentable area of the ROFO Space, as
                  determined by Landlord's architect in accordance the then
                  current space measurement standards published by BOMA, to the
                  extent applicable, and otherwise with standard industry
                  practices for single story warehouse and distribution
                  facilities and shall be approved by Tenant's architect, which
                  approval shall not be unreasonably withheld;

                           (b)      Tenant's Proportionate Share shall be
                  increased to reflect the rentable area of the ROFO Space;

                           (c)      The term of the demise covering the ROFO
                  Space shall be coterminous with the Term hereof, as it may be
                  extended or renewed, or as it may be earlier terminated as
                  elsewhere provided herein;

                           (d)      Tenant shall take the ROFO Space on an
                  "as-is" basis without the benefit of any tenant improvement
                  allowance from Landlord, as set forth in the Offer Notice or
                  otherwise;

                           (e)      Base Rent per square foot of rentable area
                  of the ROFO Space, as well as the Additional Rent and other
                  material concessions (including but not limited to tenant
                  improvement allowances and rent abatement), shall be those
                  stated in the Offer Notice; and

                           (f)      Tenant's obligation to pay Base Rent and
                  Additional Rent with respect to the ROFO Space shall (subject
                  to any rent abatement, if applicable) commence on such date as
                  set forth in the Offer Notice as the date on which base rent
                  and additional rent are first due and payable with respect to
                  the ROFO Space.

                  30.4     Following the exercise by Tenant of its Right of
         First Offer, and within thirty (30) days following written request by
         either Landlord or Tenant, Landlord and Tenant shall enter into a
         mutually acceptable amendment to this Lease confirming the terms,
         conditions and provisions applicable to the ROFO Space so leased.

                  30.5     It shall be a condition to Tenant's right to exercise
         the Right of First Offer that, at the time Tenant notifies Landlord of
         the exercise of its Right of First Offer and to add ROFO Space to the
         Premises, (a) there remains not less than twenty four (24) months on
         the Term of this Lease, (b) Tenant is not then in monetary or material
         non-monetary Default after notice and


                                       31
<PAGE>

         expiration of any applicable cure period, and (c) neither this Lease
         nor Tenant's right of possession shall have been terminated and this
         Lease shall then be in full force and effect.

         31.      OPTION TO EXTEND. Tenant shall have two (2) options (each an
"Extension Option") to extend the Term hereof for one (1) additional period of
five (5) years (each an "Extension Period"), upon the terms and conditions
contained herein. Tenant's right to extend the Term shall be exercised by giving
written notice to Landlord not later than six (6) months prior to the expiration
of the Term or, if applicable, the initial Extension Period. If Tenant fails to
give such notice to Landlord with respect to an Extension Period, Tenant shall
be deemed to have declined to exercise its right to extend the Term (as may have
been previously extended) and shall have no further rights under this Section
31. If Tenant fails to elect to extend the Term for an Extension Period, this
Lease shall terminate on the expiration or earlier termination of the Term (as
may have been previously extended). The extension shall be made upon the
following terms and conditions:

         (a)      On the date of exercise (or deemed exercise) of such right no
default by Tenant hereunder shall subsist;

         (b)      This Lease shall not have been terminated and shall be in full
force and effect at the effective date of the extension;

         (c)      The extension shall be upon the same terms, covenants and
conditions contained in this Lease except that:

                  (i)      The annual Base Rent for the first year of the
         applicable Extension Period shall be equal to one hundred two percent
         (102%) of the Base Rent in effect immediately prior to the commencement
         of the applicable Extension Period. The Base Rent for each twelve-month
         period during each Extension Period after the first twelve-month period
         shall be at one hundred two percent (102%) of the Base Rent for the
         immediate preceding twelve-month Period.

                  (ii)     Landlord shall have no further obligation to install,
         or contribute toward the cost of, any improvements to the Premises,
         Tenant agreeing that the Premises shall be accepted "as is" by Tenant
         for each applicable Extension Period; and

                  (iii)    No further rights to extend the Term beyond the
         Extension Options described herein or to lease any additional space
         shall be created by any extension, except as mutually agreed to in any
         documents extending the Term.

                           [SIGNATURE PAGE TO FOLLOW]


                                       32
<PAGE>

         IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered
this Lease as of the date first above written.

                                 TENANT

                                 INNOTRAC CORPORATION,
                                 a Georgia corporation



                                 By:
                                    -------------------------------------------
                                 Name:
                                    -------------------------------------------
                                 Its:
                                    -------------------------------------------

                                 LANDLORD

                                 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a
                                 New Jersey corporation

                                 By: PDC Properties, Inc., its agent



                                     By:
                                        ---------------------------------------
                                     Name:
                                          -------------------------------------
                                     Its:
                                         --------------------------------------


                                       33
<PAGE>

                                   EXHIBIT A

                              PLAN OF THE PREMISES


                                Exhibit A, Page 1
<PAGE>

                                    EXHIBIT B

                                   WORK LETTER

All of the terms and conditions of the Lease are incorporated herein by
reference and, except as may be expressly set forth to the contrary in this Work
Letter or the Lease, shall apply as fully to this Work Letter as to the Lease.
The capitalized terms used but not defined in this Work Letter shall have the
meanings ascribed to them in the Lease.

         1.       CONSTRUCTION OF TENANT IMPROVEMENTS. Except as provided below
to the contrary, Landlord, at Landlord's sole cost and expense, shall construct
and install the Tenant Improvements. "Tenant Improvements" means (i) the
improvements (including, without limitation, materials, hardware and equipment)
to be affixed to or incorporated into the Premises pursuant to the Plans (as
defined below and as the same may be modified pursuant to Section 4 of this Work
Letter), and the labor to construct and install such items, and (ii) the other
building standard items described in the Plans, as the same may be modified
pursuant to Section 4 of this Work Letter. Landlord shall proceed diligently to
cause the Tenant Improvements to be substantially completed in accordance in all
material respects with the Plans and the terms and conditions of the Lease. The
cost to construct the Tenant Improvements, including but not limited to all
costs relating to material, hardware, equipment, labor, applicable governmental
fees and permit cost, taxes, architectural fees, engineering fees, design fees,
but expressly excluding any the cost of Tenant's furniture, trade fixtures or
equipment or other personal property of Tenant that Tenant is permitted or
required to remove from the Premises upon the expiration or earlier termination
of the Lease, is hereinafter referred to as the "Permitted Costs." No
construction management fee shall be payable by Tenant in connection with the
Tenant Improvements.

         2.       CONTRACTORS. If Tenant elects to engage an interior designer
for the Premises (the "Interior Designer"), Tenant shall have the right to do
so, subject to Landlord's reasonable approval, and Tenant shall contract
directly with the Interior Designer for the provision of services. All other
architects, engineers, contractors, subcontractors, suppliers, manufacturers or
materialmen performing services or supplying materials in connection with the
design and/or construction of the Tenant Improvements (the "Contractors") shall
be selected by Landlord, shall be reasonably acceptable to Tenant, and shall
enter into contracts directly with Landlord for the provision of services and
materials.

         3.       THE PLANS. Landlord and Tenant have approved the preliminary
description of the Tenant Improvements attached to this Work Letter as Schedule
1 and made a part hereof. Landlord will cause to be prepared at Landlord's cost,
and Landlord and Tenant shall act in good faith and cooperate with each other to
finalize and approve as soon as reasonably possible, the plans, drawings and
specifications for the Tenant Improvements based on the description in Schedule
1. If Landlord and Tenant have not approved the final plans, drawings and
specifications for the Tenant Improvements within [sixty (60) days prior to the
Expansion Deadline], at the request of either party, any disagreements regarding
such final plans, drawings and specifications shall be submitted to and resolved
by arbitration in accordance with under the Expedited Procedures of the
Commercial Arbitration Rules of the American Arbitration Association then in
force except as provided below. Any such arbitration proceedings shall be
conducted through the American Arbitration Association in Chicago, Illinois and
the cost of such arbitration proceedings shall be split evenly between Landlord
and Tenant, provided that each party shall be solely responsible for its own
costs and expenses incurred in connection with any arbitration proceedings. The
final plans, drawings and specifications for the Tenant Improvements approved by
Landlord and Tenant prior to the commencement of construction are collectively
referred to as the "Plans."

         4.       CHANGES TO THE PLANS.

                  4.1      Tenant Changes to the Plans.

                           (a)      (a) Tenant may propose one or more changes
                  to the Plans to Landlord at any time before the Substantial
                  Completion Date (as defined below), and, as promptly as


                               Exhibit B, Page 1
<PAGE>

                  reasonably practicable after the receipt and approval thereof
                  by Landlord (which approval may be withheld in Landlord's sole
                  discretion), Landlord shall provide Tenant with a written
                  estimate of the delay (if any) in the Substantial Completion
                  Date and the additional cost (if any) to complete the Tenant
                  Improvements which will result from such change (whether hard
                  costs or soft costs), which costs shall include, without
                  limitation: (i) the actual cost of all materials, supplies,
                  equipment and labor used or supplied in making the proposed
                  change, including general conditions and any contractor's
                  fees; (ii) any architect and engineer fees; and (iii) any
                  other additional reasonable costs and expenses of owning and
                  operating the Premises during the extended construction period
                  (if any) resulting from such change(s) (collectively, "Change
                  Order Costs"). If Tenant fails to approve the estimate of
                  Change Order Costs within five (5) business days after
                  delivery of same, Tenant shall be deemed to have abandoned its
                  request for such change, and the Tenant Improvements shall be
                  constructed substantially in accordance with the then existing
                  Plans. If Tenant approves the estimate of Change Order Costs
                  within said 5-day period by signing and returning a copy of
                  Landlord's estimate, Landlord shall cause the Tenant
                  Improvements to be constructed substantially in accordance
                  with the Plans as so revised. Unless requested in writing by
                  Tenant to the contrary, Landlord shall continue with
                  construction of the Tenant Improvements according to the then
                  existing Plans during the pendency of any proposed change in
                  the Plans until such change is approved by Landlord and Tenant
                  as provided above.

                           (b)      If Tenant approves Landlord's estimate of
                  the time and Change Order Costs of a proposed change to the
                  Plans: (i) Tenant shall be liable for the actual Change Order
                  Costs, whether or not such actual cost exceeds Landlord's
                  estimate, and (ii) Landlord shall not be liable for any delay
                  in the Substantial Completion Date resulting from the
                  requested change, whether or not the delay exceeds Landlord's
                  estimate. Upon Tenant's request, Landlord shall provide Tenant
                  with reasonable evidence of the actual Change Order Costs and
                  the basis for any delay in the Substantial Completion Date
                  resulting from such change.

                           (c)      If Tenant requests a change to the Plans
                  pursuant to this Section 4.1, and Tenant does not ultimately
                  approve the resulting revised Plans or estimate, Tenant shall
                  promptly reimburse Landlord, as Rent, for any reasonable costs
                  and expenses resulting from such requested changes incurred by
                  Landlord.

                  4.2      Landlord Changes to the Plans. Landlord may make
         changes to the Plans without Tenant's consent, provided that such
         changes (a) are necessary to address, and solely for the purpose of
         addressing, field conditions, (b) will not create any additional
         monetary obligation for Tenant under the Lease, (c) are in material
         conformity with the Plans (as they may have been previously revised by
         permissible Tenant and/or Landlord changes thereto), and (d) will not
         result in the use of materials or equipment which are of a materially
         lesser quality than those specified in the Plans.

         5.       PAYMENT OF COSTS. Within fourteen (14) days after approval of
the Plans, Landlord shall provide Tenant with a reasonably detailed and complete
budget indicating the total Permitted Costs. Within three (3) days after
Tenant's receipt of Landlord's budget for the Permitted Costs, Tenant shall
approve same or provide Landlord with notice or its comments or objections to
same. Such budget, upon approval by Tenant, shall constitute the "Budget," and
the aggregate of all items contained in the Budget shall constitute the
"Budgeted Costs." Notwithstanding anything to the contrary contained in this
Work Letter or in the Lease, Landlord's obligation to construct the Tenant
Improvements shall not require Landlord to expend in excess of Ninety Thousand
Dollars ($90,000) toward the Permitted Costs (the "Tl Allowance"). In the event
that at any time the actual Permitted Costs exceed the TI Allowance, Tenant
shall deposit with Landlord the amount of such excess within ten (10) days after
written demand therefor by Landlord. In addition, Tenant shall deposit with
Landlord the amount of any Change Order Costs within ten (10) days after
Tenant's approval of the estimate of such Change Order Costs in accordance with
Section 4.1 of this Work Letter. Thereafter, in the event that at any time the
actual Change Order Costs


                                Exhibit B, Page 2
<PAGE>

exceed the estimated Change Order Costs, Tenant shall deposit with Landlord the
amount of such excess within ten (10) days after written demand therefor by
Landlord. Upon Tenant's request, Landlord shall provide Tenant with reasonable
evidence of the actual Permitted Costs (including but not limited to actual
Change Order Costs).

         6.       PUNCHLIST ITEMS. Before Tenant takes occupancy of the
Premises, but no later than five (5) business days after the Substantial
Completion Date, Landlord, Landlord's architect, Tenant and at Tenant's
election, Tenant's consulting architect or other construction consultants shall
conduct an inspection of the Premises and shall work in good faith to jointly
prepare a punchlist for the Tenant Improvements. Any items not on such punchlist
(except latent defects) shall be deemed accepted by Tenant. Landlord shall
complete all punchlist items as soon as reasonably practicable after such
punchlist items are finally determined.

         7.       REPRESENTATIVES OF LANDLORD AND TENANT. Landlord designates
John Pagliari as its representative for all purposes of this Work Letter. Tenant
designates Robert Toner as its representative for all purposes of this Work
Letter. Wherever this Work Letter requires any notice to be given to or by a
party, or any determination or action to be made or taken by a party, the
representative(s) of each party shall act for and on behalf of such party, and
the other party shall be entitled to rely thereon. Either party may designate
one or more additional or substitute representatives for all or a specified
portion of the provisions of this Work Letter, subject to notice to the other
party of the identity of such additional or substitute representative(s).

         8.       SUBSTANTIAL COMPLETION DATE. The "Substantial Completion Date"
shall mean the latest of (i) delivery of exclusive possession of the Premises to
Tenant, or (ii) the date on which Landlord receives the approval from the City
of Romeoville authorizing occupancy of the Premises by Tenant, which approval
may take the form of a conditional or temporary certificate of occupancy so long
as Tenant may occupy the Premises, or (iii) the date on which Landlord's
architect issues a certificate to Landlord and Tenant stating that the Tenant
Improvements have been substantially completed substantially in accordance with
the Plans and that the Premises substantially comply with Title III of the ADA.

         9.       GOVERNMENTAL APPROVALS. Landlord shall use reasonable efforts
to obtain all governmental licenses, permits and approvals necessary for the
construction of the Tenant Improvements. If Landlord is unable to obtain any
permit, license or approval from any governmental authority necessary for the
construction of the Tenant Improvements, Landlord and Tenant shall work together
in good faith to resolve any items that have caused the failure to obtain such
permit, license or approval. If Landlord and Tenant shall be unable to resolve
any such items within thirty (30) days of Landlord's written notice to Tenant of
any such failure, Landlord may elect to terminate the Lease upon written notice
to Tenant delivered within thirty (30) days after the expiration of the thirty
(30) day resolution period, upon which termination Landlord shall return to
Tenant any Security Deposit and Base Rent in Landlord's possession, and
thereafter Landlord shall have no further liability to Tenant hereunder or under
the Lease.

         10.      ACCESS BY TENANT PRIOR TO COMMENCEMENT DATE. Landlord will
permit Tenant and Tenant's agents, suppliers, contractors and workmen to enter
the Premises prior to the completion of the Tenant Improvements to enable Tenant
to do such other things as may be required by Tenant to make the Premises ready
for Tenant's occupancy, provided that Tenant shall fully perform and comply with
each of the following covenants, conditions and requirements:

                  (a)      Tenant and Tenant's agents, contractors, workmen,
         mechanics, suppliers and invitees, shall work in harmony and not
         interfere with Landlord and Landlord's agents in performing the Tenant
         Improvements or work for other tenants and occupants of the Building,
         and if at any time such entry shall in the judgment of Landlord cause
         or threaten to cause disharmony or interference, Landlord shall have
         the right to withdraw such permission upon twelve (12) hours written
         notice.

                  (b)      Tenant agrees that any such entry into the Premises
         shall be deemed to be under all of the terms, covenants, conditions,
         and provisions of the Lease except the


                                Exhibit B, Page 3
<PAGE>

         covenant to pay Rent, and further agrees that in connection therewith
         Landlord shall not be liable in any way for any injury, loss or damage
         which may occur to any of Tenant's work or installations made in the
         Premises or to property placed therein prior to the Commencement Date,
         the same being at Tenant's sole risk. In addition, Tenant shall require
         all entities performing work on behalf of Tenant to provide protection
         for existing improvements to an extent that is satisfactory to Landlord
         and shall allow Landlord access to the Premises, for inspection
         purposes, at all times during the period when Tenant is undertaking
         construction activities therein. In the event any entity performing
         work on behalf of Tenant causes any damage to the Tenant Improvements
         or the property of Landlord or others, Tenant shall cause such damage
         to be repaired at Tenant's expense, and if Tenant fails to cause such
         damage to be repaired immediately upon Landlord's demand therefor,
         Landlord may in addition to any other rights or remedies available to
         Landlord under the Lease or at law or equity cause such damage to be
         repaired, in which event Tenant shall immediately upon Landlord's
         demand pay to Landlord the cost of such repairs as Rent.

                  (c)      All contractors and subcontractors shall use only
         those entrances designated by Landlord for ingress and egress of
         personnel, and the delivery and removal of equipment and material
         through or across any common areas of the Building or parking areas on
         the Property shall only be permitted with the written approval of
         Landlord and during hours determined by Landlord. Landlord shall have
         the right to order Tenant or any contractor or subcontractor that
         violates the above requirements to cease work and remove it, its
         equipment, and its employees from the Building or the Property.

                  (d)      During the performance of Tenant's work and Tenant's
         fixturing, Landlord may provide trash removal service from a location
         designated by Landlord. Tenant shall be responsible for breaking down
         boxes and placing trash in Landlord's containers at such designated
         location. Tenant shall accumulate its trash in containers supplied by
         Tenant and Tenant shall not permit trash to accumulate within the
         Premises or in the corridors or public areas adjacent to the Premises.
         Tenant shall cause each entity employed by it to perform work on the
         Premises to abide by the provisions of this Work Letter as to the
         storage of trash and shall require each such entity to perform its work
         in a way that dust and dirt is contained entirely within the Premises
         and not within any other portion of the Building or the Property and
         shall cause Tenant's contractors to leave the Premises broom clean at
         the end of each day. Should Landlord deem it necessary to remove
         Tenant's trash because of accumulation, an additional charge to Tenant
         will be on a time and material basis.

                  (e)      Tenant agrees that all services and work performed on
         the Premises by, on behalf of, or for the account of Tenant, including
         installation of materials and personal property delivered to the
         Premises shall be done in a first-class workmanlike manner using only
         good grades of material, shall be performed in accordance with Laws,
         and shall be performed only by persons covered by a collective
         bargaining agreement with the appropriate trade union.

                  (f)      Tenant agrees to protect, indemnify, defend and hold
         harmless the Landlord Parties from and against any and all losses,
         damages, liabilities, claims, liens, costs and expenses, including
         reasonable attorneys' fees, of whatever nature, including those to the
         person and property of Tenant, its employees, agents, invitees,
         licensees and others arising out of or in connection with the
         activities of Tenant or Tenant's contractors or subcontractors in or
         about the Premises and the Property, and the cost of any repairs to the
         Premises and the Property necessitated by activities of Tenant or
         Tenant's contractors or subcontractors.

                  (g)      Tenant shall secure, pay for, and maintain during the
         continuance of its work within the Premises, policies of insurance with
         such coverages and such amounts as


                                Exhibit B, Page 4
<PAGE>

         Landlord may reasonably require, which policies shall be endorsed to
         include Landlord and its contractors and their respective employees and
         agents and any Mortgagee as additional insured parties, and which shall
         provide thirty (30) days prior written notice of any alteration or
         termination of coverage. Tenant shall not permit Tenant's contractors
         to commence any work until all required insurance has been obtained by
         Tenant and certificates evidencing such coverage have been delivered to
         and approved by Landlord in writing.

         11.      TERMINATION OF WORK LETTER; SURVIVAL OF TERMS. Landlord and
Tenant acknowledge and agree that the provisions of this Work Letter are
intended and designed to govern certain rights and obligations of the parties
relating to the construction of the Tenant Improvements and other matters prior
to the Commencement Date. Accordingly, except as hereinafter set forth in this
Section 11, from and after the Commencement Date, the terms and provisions of
this Work Letter shall become null and void and of no further force or effect.
Notwithstanding anything to the contrary in this Section 11, however, the
following provisions shall not terminate and shall continue in full force and
effect after the Commencement Date, and shall survive the Commencement Date:
Sections 1 and 5 (both of which shall terminate at such time as all punchlist
items have been completed and all claims in connection therewith have been
satisfied in full); Sections 10(b), 10(e), 10(f), 11 and 12 (which shall remain
in effect for the duration of the Term); and Section 13 (which shall terminate
at such time as the parties have executed the Confirmatory Memorandum).

         12.      APPLICATION OF WORK LETTER. This Work Letter shall not be
applicable to any space added to the Premises or in the event of a renewal or
extension of the Term of the Lease or the exercise of any expansion option
granted to Tenant pursuant to the Lease.

         13.      CONFIRMATORY MEMORANDUM. At such time as the rentable area of
the Premises has been finally determined, the parties shall jointly execute a
written memorandum in the form attached to this Work Letter as Schedule 2, and
such memorandum shall be attached to and become a part of the Lease. The written
memorandum shall include the final rentable square footage of the Premises, as
reasonably determined by Landlord's architect and reasonably approved by
Tenant's architect, and the Base Rent and Tenant's Proportionate Share based on
such square footage calculation and on Section 1.9 and Section 5.1(b),
respectively, of the Lease.


                                Exhibit B, Page 5
<PAGE>

                                   SCHEDULE 1

                       DESCRIPTION OF TENANT IMPROVEMENTS


                               Schedule 1, Page 1
<PAGE>

                                   SCHEDULE 2

                        FORM OF CONFIRMATORY MEMORANDUM

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ("Landlord") and INNOTRAC
CORPORATION ("Tenant") hereby execute and deliver this Confirmatory Memorandum
pursuant to Section 13 of the Work Letter attached as EXHIBIT B to that certain
Lease between Landlord and Tenant dated September 17, 2002.

1.       This Confirmatory Memorandum is for the convenience and reference of
the parties. The provisions of the Lease and the Work Letter shall be valid and
given their full force and effect with respect to the terms contained in this
Confirmatory Memorandum, notwithstanding the failure or refusal of either party
to execute this document.

2.       Landlord and Tenant further agree and acknowledge as follows:

         (a)      the rentable square footage of the Premises
                  equals____________________________________________;

         (b)      Tenant's Proportionate Share
                  equals____________________         _________ percent (_____%);
                  and

         (c)      Base Rent equals:

<TABLE>
<CAPTION>
                  Lease Year             Annual Base Rent        Monthly Installments
                  ----------             ----------------        --------------------
                  <S>                    <C>                     <C>
                  1st Lease Year
                  2nd Lease Year
                  3rd Lease Year
                  4th Lease Year
                  5th Lease Year
                  6th Lease Year
</TABLE>

Executed and delivered as of_________________, 2002.

                                 TENANT

                                 INNOTRAC CORPORATION,
                                 a Georgia corporation



                                 By:
                                    -------------------------------------------
                                 Its:
                                     ------------------------------------------

                                 LANDLORD

                                 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a
                                 New Jersey

                                 By: PDC Properties, Inc.



                                 By:
                                    -------------------------------------------
                                 Its:
                                     ------------------------------------------


                                Exhibit B, Page 1
<PAGE>

                                   EXHIBIT C

                         LEGAL DESCRIPTION OF THE LAND

THAT PART OF LOT 1 OF WINDHAM LAKES UNIT 15, BEING A SUBDIVISION OF PART OF THE
EAST HALF OF THE SOUTHWEST QUARTER AND THE WEST HALF OF THE SOUTHEAST QUARTER OF
SECTION 20, TOWNSHIP 37 NORTH, RANGE 10 EAST OF THE THIRD PRINCIPAL MERIDIAN
RECORDED AS DOCUMENT R97-084143 IN WILL COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 1; THENCE NORTH 01 DEGREES 21
MINUTES 50 SECONDS WEST ALONG THE WEST LINE OF SAID LOT 1, A DISTANCE OF 1280.69
FEET; THENCE NORTH 88 DEGREES 39 MINUTES 10 SECONDS EAST, 789.98 FEET TO THE
EAST LINE OF SAID LOT 1; THENCE SOUTH 01 DEGREES 32 MINUTES 45 SECONDS EAST
ALONG SAID EAST LINE, 917.34 FEET TO A POINT OF CURVATURE; THENCE SOUTHERLY AND
SOUTHWESTERLY ALONG THE SOUTHEASTERLY LINE OF SAID LOT 1, BEING A CURVE CONCAVE
NORTHWESTERLY, TANGENT TO THE LAST DESCRIBED COURSE, HAVING A RADIUS OF 472.24
FEET, A CHORD BEARING OF SOUTH 23 DEGREES 13 MINUTES 27 SECONDS WEST, A CHORD
LENGTH OF 395.71 FEET, AN ARC LENGTH OF 408.31 FEET TO THE SOUTHEAST CORNER OF
SAID LOT 1; THENCE SOUTH 88 DEGREES 21 MINUTES 34 SECONDS WEST ALONG THE SOUTH
LINE OF SAID LOT 1, A DISTANCE OF 628.25 FEET TO THE POINT OF BEGINNING; IN WILL
COUNTY, ILLINOIS.

ALSO KNOWN AS LOT 1 IN WINDHAM LAKES RESUBDIVISION NUMBER 24 (RECORDING STATUS
UNKNOWN).


                                Exhibit C, Page 1
<PAGE>

                                   EXHIBIT D
                      FORM OF TENANT ESTOPPEL CERTIFICATE


Lease Date:                                          , 200_

Landlord:       The Prudential Insurance Company of America

Tenant:

Premises:       Unit No.

Rentable Area:                  square feet


The undersigned, being the Tenant under the above-described Lease hereby
certifies to _____________________________________ ("Lender" or "Purchaser") and
Landlord as follows:

1.       The Lease requires monthly base rent installments of $________________
each, commencing on ____________________________, 20__. The Lease requires
monthly installments of Tenant's estimated share of operating expenses of
$________________ and of Tenant's estimated share of taxes of $_______________.

2.       Tenant has not prepaid any rent for more than one (1) month, and Tenant
is paying rent under the Lease on a current basis with no offsets, credits,
claims or setoffs. Tenant has not been given any free rent, partial rent,
rebates, rent abatements, or rent concessions of any kind, which are unexpired,
except as disclosed in the Lease.

3.       A security deposit in the amount of $________________________ is being
held by Landlord, which amount is not subject to any setoff or reduction or to
any increase for interest or other credit due to Tenant. The Lease
______________ is or ____________ is not (check applicable provision) guaranteed
by a third party. If the Lease is guaranteed by a third party, the name of the
guarantor is _______________________________.

4.       To Tenant's knowledge: the Lease is a valid lease and is in full force
and effect, and attached hereto is a true and complete copy of the Lease and all
amendments thereto and other agreements relating to the Lease and the rent
payable thereunder, which documents represent the entire agreement between the
parties.

5.       To Tenant's knowledge: there is no existing default by Landlord or by
Tenant under the Lease, and no event has occurred which, with the giving of
notice or the passage of time, or both, would constitute an event of default by
Landlord or by Tenant under the Lease. To Tenant's knowledge, no claim,
controversy or dispute exists between Tenant and Landlord. As of the date
hereof, Tenant is not asserting that the Lease is not fully enforceable by
Landlord in accordance with its terms.

6.       The Lease provides for a primary term of _____________________________
(______) months, commencing on _______________________________________, 20__ and
ending on _______________, 20__. The Lease contains an option for (______)
additional terms of (______) years each upon the terms and conditions as set
forth in the Lease. Tenant has not exercised any option or rights to renew,
extend, amend, modify, or change the term of the Lease, except as may be stated
in the Lease. Tenant does not have any preferential right to lease or purchase
all or any part of the property of which the Premises are a part (including any
rights of first refusal or expansion options), except as may be stated in the
Lease. The only interest of Tenant in the Property is that of a tenant pursuant
to the terms of the Lease.

7.       There are no actions, voluntary or involuntary, pending against Tenant
under the bankruptcy laws of the United States or any state thereof.

8.       Tenant is entitled to no rent concessions under the Lease other than
the following:


                                Exhibit D, Page 1
<PAGE>

9.       All construction, build-out, improvements, or alterations work to be
completed to date by Landlord in the Premises under the Lease has been
completed, except___________________________.

10.      Tenant has received no notice of any claim, litigation or proceeding,
pending or threatened, against or relating to Tenant that would adversely affect
Tenant's ability to fulfill its obligations under the Lease or with respect to
the Premises. Tenant has received no notice of, and has no knowledge of, any
violations of any federal, state, county or municipal statutes, laws, codes,
ordinances, rules, regulations, orders, decrees or directives relating to the
use or condition of the Premises or Tenant's operation thereon. Tenant has
received no notice from any governmental body or agency or from any person or
entity with respect to any actual or threatened taking of the Property or any
portion thereof for any public or quasi-public purpose by the exercise of
condemnation or eminent domain.

11.      Tenant has accepted and is occupying the Premises. Except as specified
below, Tenant has not subleased all or any part of the Premises or assigned the
Lease, or otherwise transferred or hypothecated its interest in the Lease or the
Premises.

This certification is made knowing that Landlord, [Lender]/[Purchaser] is
relying upon the representations herein made.

                                     TENANT



                                     --------------------------, --------------

                                                       corporation
                                     -----------------



                                     By:
                                        ---------------------------------------
                                     Its:
                                         --------------------------------------


                                Exhibit D, Page 2
<PAGE>

                                   EXHIBIT E-1
                            FORM OF LEASE AMENDMENT
                          PRIOR TO ELECTION DEADLINE


                            FIRST AMENDMENT TO LEASE


THIS FIRST AMENDMENT TO LEASE (the "First Amendment") is made as of the _____
day of ________________, 2003, by and between THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA, a New Jersey corporation ("Landlord"), and INNOTRAC CORPORATION, a
______________________ corporation ("Tenant").

                                   WITNESSETH:

         WHEREAS, Landlord and Tenant have heretofore entered into that certain
Lease dated as of September 17, 2002 (the "Lease") pursuant to which Tenant is
leasing approximately 150,204 square feet of rentable area (the "Existing
Premises") in the building located at Windham Industrial Center V in Romeoville,
Illinois (the "Building"). Capitalized terms that are not otherwise defined in
this First Amendment shall have the meanings ascribed to them in the Lease; and

         WHEREAS, Tenant desires to lease from Landlord and Landlord desires
to lease to Tenant an additional 105,357 square feet of rentable area adjacent
to the Existing Premises;

         NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1.       Additional Premises. As of the date of this First Amendment
(the "Effective Date"), Landlord hereby leases to Tenant and Tenant hereby
accepts from Landlord the 105,357 square feet of rentable area in the Building
depicted on Exhibit A attached hereto and made a part hereof (the "Additional
Premises") for the Term. For all periods from and after the Effective Date,
Exhibit A to the Lease shall be superseded by Exhibit A attached hereto and made
a part hereof. From and after the Effective Date the Premises shall consist of
both the Existing Premises and the Additional Premises, constituting ___ square
feet of rentable area in the aggregate. From and after the Effective Date, all
references to the Premises in the Lease shall be deemed to refer to the Existing
Premises and the Additional Premises.

         2.       Base Rent and Tenant's Proportionate Share. For all periods
from and after the Effective Date, Section 1.09 of the Lease shall be
superseded by Exhibit B attached hereto and made a part hereof. As of the
Effective Date Tenant's Proportionate Share under the Lease shall be _________%
(rather than _________%).

         3.       Possession of the Additional Premises. Possession of the
Additional Premises shall be tendered to Tenant by Landlord on the Effective
Date in their "as-is" condition. Tenant's taking possession of any portion of
the Additional Premises shall be conclusive evidence that such portion of the
Additional Premises was in good order and satisfactory condition when the Tenant
took possession. No promise of the Landlord to construct, alter, remodel or
improve the Premises or the Building and no representation by Landlord or its
agents respecting the condition of the Existing Premises, the Additional
Premises or the Building have been made to Tenant or relied upon by Tenant other
than as may be contained in this Amendment to the Lease or except in accordance
with the Work Letter and any amendments to the Plans requested by Tenant and
approved by Landlord thereunder. If Tenant takes possession or enters into
occupancy of the Additional Premises for the purpose of conducting its business
therefrom prior to the Effective Date, such possession and occupancy shall be
pursuant to all of the terms, covenants and conditions of the Lease, including
the obligation to pay Base Rent and Additional Rent for the Additional Premises.

         4.       Full Force and Effect, Inconsistency. Except as set forth in
this First Amendment, the terms, covenants, conditions and agreements of the
Lease shall remain unmodified and otherwise in full


                               Exhibit E-1, Page 1
<PAGE>

force and effect. In the event of any inconsistency between the terms of the
Lease and the terms of this First Amendment, the terms of this First Amendment
shall control.

         IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the day and year first above written.

                                  LANDLORD:

                                  THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
                                  a New Jersey corporation

                                  By: PDC Properties, Inc., its agent



                                  By:
                                     ------------------------------------------
                                  Name:
                                       ----------------------------------------
                                  Title:
                                        ---------------------------------------

                                  TENANT:

                                  INNOTRAC CORPORATION,
                                  a Georgia corporation



                                  By:
                                     ------------------------------------------
                                  Name:
                                       ----------------------------------------
                                  Title:
                                        ---------------------------------------


                               Exhibit E-1, Page 2
<PAGE>

                                    Exhibit A

                                  Rental Space

















































                               Exhibit E-1, Page 3
<PAGE>

                                    Exhibit B

                         Schedule of Base Rent Payments

<TABLE>
<CAPTION>
Lease Year          Annual Base Rent per Sq. Ft.    Total Annual Base Rent      Monthly Installments
----------          ----------------------------    ----------------------      --------------------
<S>                 <C>                             <C>                         <C>
1st Lease Year               $3.49                        $__________                $__________
2nd Lease Year               $3.56                        $__________                $__________
3rd Lease Year               $3.63                        $__________                $__________
4th Lease Year               $3.70                        $__________                $__________
5th Lease Year               $3.78                        $__________                $__________
6th Lease Year               $3.85                        $__________                $__________
</TABLE>


                             Schedule E-1, Page 4
<PAGE>

                                   EXHIBIT E-2
                            FORM OF LEASE AMENDMENT
                            AFTER ELECTION DEADLINE

                            FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE (the "First Amendment") is made as of the ______
day of _____________________ , 2003, by and between THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA, a New Jersey corporation ("Landlord"), and INNOTRAC
CORPORATION, a ___________________ corporation ("Tenant").

                                  WITNESSETH:

         WHEREAS, Landlord and Tenant have heretofore entered into that certain
Lease dated as of September 17, 2002 (the "Lease") pursuant to which Tenant is
leasing approximately 150,204 square feet of rentable area (the "Existing
Premises") in the building located at Windham Industrial Center V in Romeoville,
Illinois (the "Building"). Capitalized terms that are not otherwise defined in
this First Amendment shall have the meanings ascribed to them in the Lease; and

         WHEREAS, Tenant desires to lease from Landlord and Landlord desires to
lease to Tenant an additional 105,357 square feet of rentable area adjacent to
the Existing Premises;

         NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1.       Additional Premises. As of the date of this First Amendment
(the "Effective Date"), Landlord hereby leases to Tenant and Tenant hereby
accepts from Landlord the 105,357 square feet of rentable area in the Building
depicted on Exhibit A attached hereto and made a part hereof (the "Additional
Premises") for the Term. For all periods from and after the Effective Date,
Exhibit A to the Lease shall be superseded by Exhibit A attached hereto and made
a part hereof. From and after the Effective Date the Premises shall consist of
both the Existing Premises and the Additional Premises, constituting __________
square feet of rentable area in the aggregate. From and after the Effective
Date, all references to the Premises in the Lease shall be deemed to refer to
the Existing Premises and the Additional Premises.

         2.       Base Rent and Tenant's Proportionate Share. For all periods
from and after the Effective Date, Section 1.09 of the Lease shall be
superseded by Exhibit B attached hereto and made a part hereof. As of the
Effective Date Tenant's Proportionate Share under the Lease shall be ________%
(rather than __________________%).

         3.       Possession of the Additional Premises. Possession of the
Additional Premises shall be tendered to Tenant by Landlord on the Effective
Date in their "as-is" condition. Tenant's taking possession of any portion of
the Additional Premises shall be conclusive evidence that such portion of the
Additional Premises was in good order and satisfactory condition when the Tenant
took possession. No promise of the Landlord to construct, alter, remodel or
improve the Premises or the Building and no representation by Landlord or its
agents respecting the condition of the Existing Premises, the Additional
Premises or the Building have been made to Tenant or relied upon by Tenant other
than as may be contained in this Amendment to the Lease or except in accordance
with the Work Letter and any amendments to the Plans requested by Tenant and
approved by Landlord thereunder. If Tenant takes possession or enters into
occupancy of the Additional Premises for the purpose of conducting its business
therefrom prior to the Effective Date, such possession and occupancy shall be
pursuant to all of the terms, covenants and conditions of the Lease, including
the obligation to pay Base Rent and Additional Rent for the Additional Premises.

         4.       Full Force and Effect, Inconsistency. Except as set forth in
this First Amendment, the terms, covenants, conditions and agreements of the
Lease shall remain unmodified and otherwise in full


                                Exhibit E, Page 1
<PAGE>

force and effect. In the event of any inconsistency between the terms of the
Lease and the terms of this First Amendment, the terms of this First Amendment
shall control.

         IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the day and year first above written.

                                 LANDLORD:

                                 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
                                 a New Jersey corporation

                                 By:  PDC Properties, Inc., its agent

                                 By:
                                      -----------------------------------------



                                 Name:
                                      -----------------------------------------
                                 Title:
                                       ----------------------------------------

                                 TENANT:

                                 INNOTRAC CORPORATION,
                                 a Georgia corporation


                                 By:
                                      -----------------------------------------
                                 Name:
                                      -----------------------------------------
                                 Title:
                                       ----------------------------------------


                                Exhibit E, Page 2
<PAGE>

                                    Exhibit A

                                  Rental Space


























































                                Exhibit E, Page 3
<PAGE>

                                    Exhibit B

                         Schedule of Base Rent Payments

<TABLE>
<CAPTION>
Lease Year          Annual Base Rent per Sq. Ft.       Total Annual Base Rent      Monthly Installments
----------          ----------------------------       ----------------------      --------------------
<S>                 <C>                                <C>                         <C>
1st Lease Year                $3.54                         $_____________              $___________
2nd Lease Year                $3.61                         $_____________              $___________
3rd Lease Year                $3.68                         $_____________              $___________
4th Lease Year                $3.76                         $_____________              $___________
5th Lease Year                $3.83                         $_____________              $___________
6th Lease Year                $3.91                         $_____________              $___________
</TABLE>


                               Exhibit E, Page 4