**Exhibit
      10.20**




**SECOND
      AMENDMENT TO LEASE AGREEMENT**




This
      Second Amendment to Lease Agreement (the “Amendment”) by and among CENTERPOINT
      800 LLC, a Delaware limited liability company (“800 Centerpoint”), CENTERPOINT
      1000 LCC, a Delaware limited liability company (“1000 Centerpoint”) and INNOTRAC
      CORPORATION, a Georgia corporation (“Tenant”) is made as of the 10 th day of
      August, 2006 (the “Execution Date”).




WHEREAS,
      800 Centerpoint and Tenant are parties to a lease dated August 16, 2004 as amended
      by a First Amendment to Lease Agreement dated May 1, 2005 (collectively the
      “Lease”) which Lease demises approximately 118,722 square feet (the “800
      Centerpoint Premises”) in the building known as 800 Centerpoint Boulevard in New
      Castle County, Delaware (the “800 Centerpoint Building”);




WHEREAS,
      800 Centerpoint, 1000 Centerpoint and Tenant desire to further amend the Lease
      for purposes of having 1000 Centerpoint lease to Tenant approximately 50,000
      square feet (the “1000 Centerpoint Premises”) in the building known as 600
      Centerpoint Boulevard, New Castle
      County, Delaware (the “1000 Centerpoint Building”), which 1000 Centerpoint
      Premises is more
      fully described on the plan constituting Exhibit “A”, in lieu of and
      substitution for the 800 Centerpoint
      Premises; and




THEREFORE,
      for good and valuable consideration, receipt of which is acknowledged, intending
      to be legally bound, 800 Centerpoint, 1000 Centerpoint and Tenant agree as
      follows:




1. 800
      Centerpoint Surrender Date. Upon the
      occurrence of the 800 Centerpoint Surrender Date (as hereinafter defined):
      (i)
      the Leased Premises shall mean and refer to and consist of the 1000 Centerpoint
      Premises and the Landlord shall mean and refer to 1000 Centerpoint and the
      Building shall mean and refer to the 1000 Centerpoint Building; and (ii) the
      800
      Centerpoint Premises shall no longer constitute the Leased Premises and 800
      Centerpoint shall no longer be the Landlord and the 800 Centerpoint Building
      shall no longer be the Building. Provided that La-Z-Boy (as hereinafter defined)
      does not impede its relocation activities,
      Tenant shall vacate the 800 Centerpoint Premises by no later than September
      24,
      2006 (the
“800
      Centerpoint Surrender Date”) and shall leave such space in clean condition and
      otherwise in accordance with the requirements of the Lease. Any failure of
      Tenant to vacate the 800 Centerpoint Premises by the 800 Centerpoint Surrender
      Date shall constitute an event of default
      under the Lease. Effective as of the 800 Centerpoint Surrender Date, the square
      foot area of
      the
      Leased Premises shall be deemed to be Fifty Thousand (50,000) square feet,
      the
      total square
      foot area of the Building shall be deemed to be One Hundred Forty-Two Thousand
      Three Hundred Twenty-Four (142,324) square feet and Tenant’s proportionate share
      for all purposes of the Lease including without limitation the allocation of
      costs set forth in Paragraphs 4, 5 and 6 of the Lease shall refer to the
      percentage relationship between the foregoing, namely thirty-five and fifty-one
      one hundredths percent (35.51%).




2. Lease
      Term; Real Property .
      The
      term of the Lease is hereby extended until October
      31, 2007 (the “Termination Date”). Effective as of the 800 Centerpoint Surrender
      Date the Real Property shall consist of the lot or parcel of land known as
      600
      Centerpoint Boulevard, New Castle County, Delaware more fully described in
      Exhibit “B”.









3. Basic
      Rental; Tenant Relocation Costs .
      Until
      the occurrence of the 800 Centerpoint
      Surrender Date Tenant shall pay Basic Rental as currently set forth in the
      Lease. Effective
      as of the 800 Centerpoint Surrender Date, Basic Rental shall be due in the
      amount of Sixteen
      Thousand Four Hundred Fifty-Eight Dollars and Thirty-Three Cents ($16,458.33)
      per month
      and
      One Hundred Ninety- Seven Thousand Five Hundred Dollars ($197,500) per annum provided,
      however, Tenant shall not be required to pay Basic Rental during the first
      month
      after the
      800
      Centerpoint Surrender Date. Tenant shall be solely responsible for the payment
      of all costs and expenses related to the relocation of its activities to the
      1000 Centerpoint Premises including data and cabling costs, if any. However
      Landlord shall reimburse to Tenant up to $15,000 of its relocation costs
      incurred in connection with Tenant’s move to the 1000 Centerpoint
      Premises upon Landlord’s receipt from Tenant of invoices or other evidence reasonably
      satisfactory to Landlord of Tenant’s incurring of such costs.




4. Condition
      of 1000 Centerpoint Premises; Security Deposit .
      Effective as of the 800
      Centerpoint Surrender Date Tenant shall accept the 1000 Centerpoint Premises
      in
      its “AS-IS” and “WHERE-IS” condition. Exhibits C and D of the Lease are hereby
      null and void and of no
      further force and effect. Promptly after the Execution Date 1000 Centerpoint
      shall return to Tenant a portion of the Security Deposit in the amount of
      $7,812.50. 1000 Centerpoint and Tenant
      acknowledge and agree that upon 1000 Centerpoint’s return of such amount the
      amount of
      Tenant’s Security Deposit shall be $15,625. The Security Deposit shall be held
      and may be utilized as set forth in Paragraph 3C of the Lease.




5. Option
      Premises .
      If
      Tenant is not then in default under the Lease Tenant shall have the option
      to
      rent (the “Option”) an additional 26,800 square feet (the “Option Premises”)
      [but not a portion of the Option Premises] upon sixty (60) days prior written
      notice to Landlord. Effective as of the date that any existing tenant(s) vacates
      the Option Premises the Option Premises shall be deemed a portion of the Leased
      Premises for all purposes of the Lease and in the
      event
      Tenant exercises the Option: (i) Tenant shall pay Basic Rental for the Option
      Premises at the rate of $3.95 per square foot through the Termination Date
      and
      during each Renewal Term (as
      hereinafter defined) at the rate of $4.30 per square foot; and (ii) Tenant’s
      proportionate interest for all purposes of the Lease shall be increased from
      thirty-five and fifty-one one hundredths percent (35.51%) to fifty-three and
      ninety-six one hundredths percent (53.96%). Tenant
      shall accept the Option Premises in its “AS-IS” “WHERE-IS”
condition.




6. Renewal
      Term .
      Tenant
      shall have the right to renew the Lease for three (3) renewal
      terms of one (1) year each (each year period a “Renewal Term”) immediately
      following the expiration of the initial term or the then pending Renewal Term
      whichever is applicable upon the
      same
      terms, conditions and provisions as set forth in the Lease, save that the annual
      Basic Rental
      during each Renewal Term shall be Two Hundred Fifteen Thousand Dollars
      ($215,000) payable
      in equal monthly installments of Seventeen Thousand Nine Hundred Sixteen Dollars
      and Sixty-Eight
      Cents ($17,916.68) each. Tenant’s right to renew the Lease shall be subject to
      the conditions
      that: (i) Tenant provides 1000 Centerpoint with six (6) months prior written
      notice of each election to renew; and (ii) Tenant is not in default under the
      Lease at the time of its exercise of
      its
      renewal option or as of the commencement of the then applicable Renewal Term.
      The provisions of Exhibits F and H of the Lease hereby are null and void and
      of
      no further force and effect.




2


7. Right
      of First Offer; Signage .
      Tenant’s On-Going Right of First Offer set forth in Exhibit
      G
      of the Lease is hereby supplemented by the terms of this Paragraph 6. Effective
      as of the date the Tenant exercises its On-Going Right of First Offer: (i)
      the
      premises concerning which
      Tenant exercises such right; which may not be less than the Option Premises
      in
      its entirety (the
      “ROFO Space”) shall be deemed a portion of the Leased Premises for all purposes
      of the Lease; (ii) Tenant shall pay Basic Rent for the ROFO Space in the same
      per square foot amount as for the Leased Premises; and (iii) Tenant’s
      proportionate interest for all purposes of the Lease shall
      be
      proportionally increased. The ROFO Space shall be turned over to Tenant in
      its
“AS-IS” and “WHERE-IS” condition. Effective as of the 800 Centerpoint Surrender
      Date Exhibit I of the Lease
      shall be deemed replaced in its entirety by Exhibit “C” which sets forth the
      location of Tenant’s sign at the 1000 Centerpoint Premises.




8. Set
      Up
      Space; La-Z-Boy Indemnity Agreement .
      Effective as of the Execution Date Tenant
      shall make available for access by Montgomeryville Home Furnishings, Inc. t/a
      La-Z-Boy Furniture Galleries (“La-Z-Boy”) access to the 800 Centerpoint Premises
      to allow La-Z-Boy to begin to set up its operations in the 800 Centerpoint
      Premises prior to the 800 Centerpoint Surrender
      Date. The portion of the 800 Centerpoint Premises which shall be made available
      to La- Z-Boy
      is
      more fully set forth on Exhibit “D” (the “Set Up Space”). Tenant shall not
      charge either La-Z-Boy or Landlord for La-Z-Boy’s use of the Set Up Space.
      However within three (3) days after the Execution Date Landlord will provide
      to
      Tenant an executed copy of an indemnity agreement from La-Z-Boy concerning
      its
      activities in the 800 Centerpoint Premises in favor of Landlord and Tenant
      (the
“La-Z-Boy Indemnity Agreement”). The La-Z-Boy Indemnity Agreement shall be in
      the form attached as Exhibit “E”.




9. Brokers .
      Tenant
      represents and warrants to 800 Centerpoint and 1000 Centerpoint
      that it has not employed, dealt with or negotiated with any broker or agent
      other than McConnell Johnson Real Estate Company, LLC (“McConnell”) and CB
      Richard Ellis, Inc. (“CBREI”)
      in connection with this Amendment. Tenant agrees to indemnify, defend and hold 800
      Centerpoint and 1000 Centerpoint harmless from and against any and all demands,
      actions, loss,
      damage or liability, including, without limitation, attorneys’ fees, to which
      800 Centerpoint or
      1000
      Centerpoint may now or hereafter become subject as a result of a breach by
      Tenant of its representation
      contained in the immediately preceding sentence. 800 Centerpoint and 1000 Centerpoint
      acknowledge any sums due McConnell or CBREI in connection with this Amendment
      shall be the responsibility of 800 Centerpoint and/or 1000
      Centerpoint.




10. Miscellaneous .




(a) In
      the
      event any of the terms of this Amendment are inconsistent with the terms
      of
      the Lease, the terms of this Amendment shall take precedence.




(b) All
      capitalized terms in this Amendment not otherwise defined herein shall
      have the meaning set forth in the Lease. This Amendment may be signed in
      counterparts.




(c) All
      of
      the recitals set forth above are hereby ratified and confirmed by 800 Centerpoint,
      1000 Centerpoint and Tenant and incorporated herein by reference.




(d) The
      individual signing below on behalf of the Tenant represents that she/he has
      the
      authority and power to bind Tenant.


3


(e) The
      submission by 800 Centerpoint and 1000 Centerpoint to Tenant of this
      Amendment shall have no binding force or effect, nor confer any rights or impose
      any obligations upon either party until the execution thereof by 800 Centerpoint
      and 1000 Centerpoint
      and the delivery of an executed original copy thereof to Tenant.




(f) All
      of
      the terms, conditions and provisions of the Lease are incorporated herein
      by
      reference as fully as though set forth in this Amendment. All exhibits referred
      to in this Amendment are attached thereto and incorporated herein by
      reference.




(g) 800
      Centerpoint, 1000 Centerpoint and Tenant hereby ratify and confirm the
      Lease, which, except as specifically modified herein, shall remain in full
      force
      and effect unmodified.




IN
      WITNESS WHEREOF, the parties have executed this Amendment the date first above
      written.




CENTERPOINT
                  800, LLC, a Delaware
                limited
                  liability companyBy:
              /s/Paul
                  M. McConnell
              (Seal)Paul
                  M. McConnell
                Managing
                  Member
  CENTERPOINT
                  1000, LLC, a Delaware
                limited
                  liability companyBy:
              /s/Paul
                  M. McConnell
              (Seal)Paul
                  M. McConnell
                Managing
                  Member
  INNOTRAC
                  CORPORATION, a Georgia corporationBy:
              /s/
                Robert Toner
              (Seal)Name:
                  Robert Toner
                Title:
                  VP of Logistics




4


**EXHIBIT
      “A”**




Floor
      Plan of 1000 Centerpoint Premises












**EXHIBIT
      “B”**




Legal
      Description of 1000 Centerpoint Site




Parcel
                  Nos. 21-013.00-116 & 117
                Microfilm/Plan
                  No. 13752
              
              Prepared
                by/Return to:
              Donald
                Nelson Isken, Esquire
              Morris,
                Nichols, Arsht *&*Tunnell
              P.O.
                Box 1347
              Wilmington,
                DE 19899-1347




THIS
      DEED, Made this 12 th day of
      March, ** Nineteen
      hundred ninety-nine (1999)




BETWEEN,
            K/M
                CENTERPOINT LAND DEVELOPMENT CORPORATION, a Delaware corporation,
                party of
                the first part,AND
            CENTERPOINT
                1000, LLC, a Delaware limited liability company,party
                of the second part;




WITNESSETH,
      That the said party of the first part, for and in consideration of the
      sum
      of TEN AND 00/100 DOLLARS ($10.00) lawful money of the United States of America,
      the receipt whereof is hereby acknowledged, hereby grants and conveys unto
      the
      said party of the second part, its successors and/or assigns, in
      fee,




ALL
      that
      certain lot, piece or parcel of land, with the improvements thereon,
      situate in the City of New Castle, New Castle County and State of Delaware, being
      Parcel 5A as shown on the Record Minor Subdivision Plan for CENTERPOINT BUSINESS
      COMPLEX, Parcel 5 and Part of Parcel 3, prepared by Karins and Associates, Professional
      Engineers and Land Surveyors, dated November 20, 1996 and recorded January
      22, 1997 in the Office of the Recorder of Deeds in and for New Castle County and
      State
      of Delaware at Microfilm No. 13076, and being more particularly bounded and
      described as follows, to-wit:




BEGINNING
      at a point on the southeasterly side of Centerpoint Boulevard  (60.00
      feet wide R/W), a common corner for the herein described property
      and  Parcel
      4
      (Building 400); thence, from said point of Beginning, leaving said  southeasterly
      side of Centerpoint Boulevard along lands of said Parcel 4 (Building  400),
      the
      following two (2) described courses and distances: (1) South 23 degrees
      56  minutes
      17 seconds East, 416.62 feet to a point, and (2) North 66 degrees 03  minutes
      43 seconds East, 369.85 feet to a point, a corner in common with Parcel 5B (Building
      1600); thence, along lands of said Parcel 5B (Building 1600), South 01 degree
      02
      minutes 32 seconds East, 482.98 feet to a point, a corner in common withPrivate
      Open Space (Stormwater Management Area); thence, along lands of saidPrivate
      Open Space, South 88 degrees 57 minutes 28 seconds West, 414.41 feet to apoint,
      a
      corner in common with Parcel 3 (Building 800); thence, along lands of saidParcel
      3
      (Building 800), the following two (2) described courses and distances: (1)North
      01
      degree 02 minutes 32 seconds West, 307.97 feet to a point, and (2) North23
      degrees 56 minutes 17 seconds West, 403.54 feet to a point along theaforementioned
      southeasterly side of Centerpoint Boulevard; thence, thereby,northeasterly
      along a 1722.54 feet radius curve to the right, said curve having achord
      bearing of North 56 degrees 46 minutes 34 seconds East and a chord distanceof
      81.06
      feet, an arc distance of 81.07 feet to the point and place of
      Beginning.









BEING
      A
      PART OF the same lands and premises which Hoover Universal, Inc.,
      by
      Deed dated September 28, 1989 and recorded June 30, 1993 in the Office of
      the
      Recorder of Deeds in and for New Castle County and State of Delaware at Deed
      Record Book 1547, Page 283, did grant and convey unto K/M Centerpoint Land Development
      Corporation.




UNDER
      AND
      SUBJECT to all applicable covenants, conditions, easements,
      rights-of-way, reservations, restrictions, and agreements of record in the Office
      of
      the Recorder of Deeds in and for New Castle County and State of Delaware, including
      but not limited to notes and conditions as shown and set forth on the aforementioned
      Record Minor Subdivision Plan for Centerpoint Business Complex, Parcel
      5
      and Part of Parcel 3, dated November 20, 1996 and recorded January 22, 1997
      at
      Microfilm No. 13076, as said plan has been superseded in part by the Record Minor
      Subdivision Plan of Parcels 2A, 2C, 3, 4, 5A, Private Open Space and Airport Holdings
      Parcel, Centerpoint Business Park, dated December 29, 1998 and recorded January
      22, 1999 at Microfilm No. 13752.




TOGETHER
      with all and singular the tenements, hereditaments, and appurtenances
      thereunto belonging, or in any wise appertaining, and the reversion and
      reversions, remainder and remainders, rents, issues and profits thereof, and
      all the
      estate, right, title, interest, property, claim and demand whatsoever of it,
      the
      said party
      of
      the first part, as well at law as in equity or otherwise howsoever, of, in
      and
      to the same and every party thereof, RESERVING and SUBJECT to as
      aforesaid.







**EXHIBIT
      “C”**




Location
      of Tenant’s Sign at 1000 Centerpoint Boulevard







**EXHIBIT
      “D”**




Location
      of Set Up Space














**EXHIBIT
      “E”**




**INDEMNITY
      AGREEMENT**




THIS
      INDEMNITY AGREEMENT (the “Agreement”) is dated as of the _____ day of August,
      2006 and is made and entered into by MONTGOMERYVILLE HOME FURNISHINGS,
      INC., a Delaware corporation t/a La-Z-Boy Furniture Galleries
      (“La-Z-Boy”).




WHEREAS,
      Centerpoint 800, LLC, a Delaware limited liability company (“Centerpoint 800”)
      and
      Innotrac Corporation, a Georgia corporation (“Innotrac”) are parties to a lease
      dated August 16, 2004 as amended to date (collectively the “Lease”) which Lease
      demises certain premises (the “800 Centerpoint Innotrac Premises”) in the
      building known as 800 Centerpoint Boulevard
      in New Castle County, Delaware (the “800 Centerpoint Building”);




WHEREAS,
      Centerpoint 800 is the process of relocating from the 800 Centerpoint Innotrac
      Premises to new premises (the “1000 Centerpoint Premises”) in the building known
      as 1000
      Johnson Way, New Castle County, Delaware;




WHEREAS,
      Centerpoint 800 and La-Z-Boy are parties to a lease dated as of August __, 2006
      (the
“La-Z-Boy Lease”) pursuant to which La-Z-Boy will occupy premises in the 800
      Centerpoint Building (the “La-Z-Boy Premises”) which includes a portion of the
      800 Centerpoint Innotrac Premises;




WHEREAS,
      La-Z-Boy has requested that it be granted early access to the La-Z-Boy Premises
      prior to the complete relocation of Innotrac from the 800 Centerpoint Innotrac
      Premises to
      the
      1000 Centerpoint Premises (the “Innotrac Relocation”) in order to allow La-Z-Boy
      to begin its fit-out of the La-Z-Boy Premises (the “La-Z-Boy Fit
      Out”);




WHEREAS,
      Centerpoint 800 and Innotrac are willing to provide La-Z-Boy such access to
      the
      La-Z-Boy Premises so long as La-Z-Boy agrees to indemnify and hold harmless
      Centerpoint 800 and Innotrac in the manner set forth herein;




THEREFORE,
      for good and valuable consideration, receipt of which is acknowledged, intending
      to be legally bound, La-Z-Boy hereby agrees as follows:




1. Recitals .
      The
      foregoing recitals are hereby incorporated into the body of this Agreement.




2. Indemnity .
      La-Z-Boy shall defend, indemnify and hold harmless Centerpoint 800 and
      Innotrac and their respective agents, representatives, and employees
      (collectively, the “Indemnified Parties”) from and against all liabilities,
      obligations, damages, penalties, claims, costs, charges and expenses, including
      reasonable attorneys’ fees, which may be imposed upon or incurred by or asserted
      by reason of La-Z-Boy and its employees, agents, service providers, suppliers
      and invitees (collectively, the La-Z-Boy Parties”) being permitted access to the
      La-Z- Boy Premises prior to the Innotrac Relocation excluding those arising
      from
      the negligence or willful misconduct of the Indemnified Parties but including
      without limitation La-Z-Boy’s use and
      occupancy of the La-Z-Boy Premises or any other portion of the 800 Centerpoint
      Building or the
      real
      property on which it is located (collectively, the “Property”) and/or any
      accident, injury or
      damage
      to any person or property resulting therefrom occurring in, on or about the
      La-Z-BoyPremises
      or any other portion of the Property.









3. La-Z-Boy
      Activities .
      All of
      the activities of the La-Z-Boy Parties in connection with
      the
      La-Z-Boy Fit Out shall be subject to such rules and regulations as Centerpoint
      800 shall reasonably establish (including without limitation concerning the
      hours of the La-Z-Boy Fit Out; responsibilities for clean up; and limitations
      on
      the extent of third party invitees). The La-Z-Boy Parties shall conduct all
      activities in connection with the La-Z-Boy Fit Out (collectively, the
“La- Z-Boy
      Fit
      Out Activities”) in such a manner so as not to interfere with the activities of
      800 Centerpoint and/or Innotrac. In no event shall any of the La-Z-Boy Fit
      Out
      Activities be of such a nature as would be contrary to the insurance
      requirements established by Centerpoint 800’s insurer. Prior to the date the
      La-Z-Boy Fit Out Activities commence La-Z-Boy shall provide Centerpoint 800
      and
      Innotrac with evidence of insurance in form and substance reasonably satisfactory
      to Centerpoint 800 and Innotrac concerning the La-Z-Boy Fit Out Activities
      naming Centerpoint
      800 and Innotrac as additional insureds.




4. Legal
      Defense .
      La-Z-Boy shall provide each of the Indemnified Parties at La-Z-Boy’s sole cost
      and expense, a legal defense for all claims for which indemnification is
      provided under
      Paragraph 2 of this Agreement. All aspects of the litigation and defense in
      connection with such claim including, without limitation, the selection of
      counsel in all pleadings filed in connection therewith shall be subject to
      the
      approval of the Indemnified Parties which approval shall
      not
      be unreasonably withheld.




5. Ratification
      of La-Z-Boy Lease .
      Notwithstanding anything contained in this Agreement
      to the contrary in no event shall the terms of this Agreement serve to limit
      or
      modify any
      of
      the terms and conditions of the La-Z-Boy Lease all of which terms and conditions
      are hereby ratified by La-Z-Boy in their entirety.




6. Miscellaneous .
      This
      Agreement may be modified only by a written instrument signed by the party
      hereto, and no waiver of any provisions of this Agreement shall be effective
      unless expressed in a writing signed by the party to be charged. The validity,
      illegality or unenforceability of any provision of this Agreement shall in
      no
      way affect the validity, legality or enforceability of any other provision.
      If
      any provision is held to be unenforceable as a matter of law, the other
      provisions of this Agreement shall not be affected thereby and shall remain
      in
      full force and affect. This Agreement may be executed in any number of
      counterparts each of which counterparts when so executed and delivered shall
      be
      deemed to be an original and all such
      counterparts shall together constitute one and the same agreement. This
      Agreement shall be governed
      by and enforced in accordance with the laws of the State of
      Delaware.




IN
      WITNESS WHEREOF, the party hereto has executed this Indemnity Agreement
      the day and year first above written.




MONTGOMERYVILLE
                HOME FURNISHINGS,INC.By:
            
            (Seal)Name:Title: