**Exhibit
      10.16**





**THIRD
      AMENDMENT TO LEASE**




THIS
      THIRD AMENDMENT TO LEASE is entered into as of the 21st day of September 2006, by
      and
      between ProLogis-Macquarie Kentucky I LLC, (“Landlord”) and
      Innotrac Corporation (“Tenant”).




**WITNESSETH:**




WHEREAS,
      Landlord and Tenant have entered into a Lease, dated as of April 23, 2002,
      and
      as amended by the First Amendment To Lease Agreement dated October 15, 2002,
      and
      as amended by the Second Amendment To Lease Agreement dated March 5, 2003,
      pursuant to which Landlord leased to Tenant approximately 396,000 rentable
      square feet of space located at 1226 Aviation Blvd., Hebron, Kentucky, (such
      lease, as heretofore and hereafter modified, being herein referred to as the
      “Lease”).




WHEREAS,
      Landlord and Tenant desire to extend the term of the Lease and to modify certain
      terms and provisions of the LEASE, all as herein more particularly set
      forth.




NOW
      THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      Landlord and Tenant agree as follows:




1. The
      term of
      the Lease is extended for thirty-six (36) months, such that the Lease shall
      terminate on July 31, 2010. All of the terms and conditions of the Lease shall
      remain in full force and effect during such extension period except that the
      Monthly Base Rent shall be $94,710.00 during such extension.




2. Addendum
      5 of
      the Original Lease, captioned “Cancellation Option,” is hereby deleted and no
      longer in force or effect.




3. With
      the
      exception of those terms and conditions specifically modified and amended
      herein, the Lease shall remain in full force and effect in accordance with
      all
      its terms and conditions. In the event of any conflict between the terms and
      provisions of this Amendment and the terms and provisions of the Lease, the
      terms and provisions of this Amendment shall supersede and control.




4. Any
      obligation or liability whatsoever of ProLogis-Macquarie Kentucky I LLC, a
      Delaware limited liability company, which may arise at any time under the Lease
      or this Amendment or any obligation or liability which may be incurred by it
      pursuant to any other instrument, transaction or undertaking contemplated
      hereby, shall not be personally binding upon, nor shall resort for the
      enforcement thereof be had to the property of, its trustees, directors,
      shareholders, officers, employees, or agents regardless of whether such
      obligation or liability is in the nature of contract, tort or
      otherwise.




IN
      WITNESS WHEREOF, the parties hereto have signed this Third Amendment To Lease
      as
      of the day and year first above written.




LANDLORD:
              ProLogis-Macquarie
                Kentucky I LLC,
              a
                Delaware limited liability companyBy:
            ProLogis
                Management Incorporated,
              a
                Delaware corporation, AgentSigned
                  and Acknowledged
                In
                  the Presence of:
            
            By:
            /s/
                Brian N. MarshSignature
            
            Name:
            Brian
              N. MarshTitle:
            Senior
                  Vice President






TENANT:
              Innotrac
                CorporationSigned
                and Acknowledged
              In
                the Presence of:
            
            By:
            /s/
                Robert Toner/s/
                Shanin Crowther
            
            Name:
            Robert
                Toner9/21/06
            
            Title:
            Vice
              President




SEAL