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                                                                 Exhibit 10.2(b)

                            FIRST AMENDMENT TO LEASE


THIS FIRST AMENDMENT TO LEASE is made as of the 27th day of August, 1999, by and
between COMMERCE CENTER AT PRINCETON LLC, a limited liability company organized
and existing under the laws of the State of New Jersey, having its principal
place of business at P. O. Box 7838, Princeton, New Jersey 08543 ("Landlord")
and SECURE COMMERCE SERVICES, INC. (OPERATING UNDER THE TRADE NAME OF PAYTRUST),
a corporation organized and existing under the laws of the State of New Jersey,
having its principal place of business located at 29 Emmons Drive, Princeton,
New Jersey 08540 ("Tenant").

                                   WITNESSETH

      WHEREAS, Tenant is a tenant in Suite E-10 at Princeton Commerce Center
under a lease dated November 16, 1998 as amended by First Amendment dated
January 13, 1999 ("Old Lease"); and

      WHEREAS, Tenant has entered into a second lease ("New Lease") dated June
2, 1999 for the rental of Suite B-30 ("Original Leased Premises"); and

      WHEREAS, Tenant has agreed to surrender its current space (Suite E-10)
upon completion of its new space (Suite B-30) and for the Old Lease to terminate
as of the Commencement Date of the New Lease; and

      WHEREAS, now Tenant desires to retain possession of Suite E-10 to be
called the "Additional Leased Premises" and to incorporate such space under the
terms of the New Lease;

      NOW THEREFORE, in consideration of the recitals above and the provisions
that follow, and the sum of ONE ($1.00) DOLLAR, each party in hand paid to the
other, the receipt and sufficiency of which consideration is hereby
acknowledged, the parties hereto, intending to be legally bound thereby, agree
as follows:

      1.  Upon the Commencement Date of the New Lease, Tenant shall retain
          possession of Suite E-10 and such occupancy shall be governed by the
          New Lease.

      2.  Suite E-10 shall be delivered in its AS IS condition with no further
          improvements by Landlord. A schematic design plan of the Additional
          Leased Premises is attached to this First Amendment.

      3.  Exhibit A to the New Lease shall be modified in its entirety and
          replaced by the new Exhibit A (amended) attached to this First
          Amendment to Lease.

      4.  All other terms and conditions of the New Lease shall remain in
          effect.
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      IN WITNESS WHEREOF, the parties hereby have caused this First Amendment to
Lease to be duly executed and acknowledged as of the day and year first above
written.


WITNESS:                            LANDLORD
                                    COMMERCE CENTER AT PRINCETON LLC

/s/  [illegible]                    By:   /s/ Harry Levine
----------------------                  -----------------------------



WITNESS:                            TENANT
                                    SECURE COMMERCE SERVICES, INC.


/s/ Nancy Chu                       By:   /s/ Flint A. Lane
----------------------                  -----------------------------
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                               EXHIBIT A (AMENDED)

                            PRINCETON COMMERCE CENTER
                                   LEASE TERMS

      The Property is identified as 29 Emmons Drive, West Windsor Township,
Mercer County, New Jersey, and further identified on the official tax map of
West Windsor Township as Lot 5, Block 7.03.

            a.    Leased Premises: Suite B-30 consisting of approximately 6,200
                  rentable square feet ("Original Leased Premises") and Suite
                  E-10 consisting of approximately 1,625 rentable square feet
                  ("Additional Leased Premises"). Together, both suites shall be
                  considered the Leased Premises.

            b.    Commencement Date shall be the date (estimated to be
                  September 1, 1999) on which Landlord provides Tenant
                  written notice that the Original Leased Premises are
                  Ready-for-Occupancy.  Ready-for-Occupancy date shall be
                  defined as the date when all of the following conditions
                  have been satisfied: (1) Landlord has delivered possession
                  of the Original Leased Premises to Tenant; (2) construction
                  has been substantially completed in accordance with the
                  Tenant's Work Letter excepting only minor "punch list"
                  items which Landlord shall diligently complete as soon as
                  reasonably possible; and, if required to comply with state
                  or local law, (3) a temporary or final certificate of
                  occupancy has been issued.

            c.    Term (Article 1): Five years (estimated to be August 31, 2004)
                  from the Commencement Date.

            d.    Base Rent (Section 2.01): The monthly amount of Base Rent
                  shall be as follows:

                        First Year        $11,737.50
                        Second Year       $12,063.54
                        Third Year        $12,389.58
                        Fourth Year       $12,715.63
                        Fifth Year        $13,041.67

                  Receipt of Tenant's first month's Base Rent for the Original
                  Leased Premises is hereby acknowledged.

            e.    Estimated Monthly Tenant Utility Cost (Section 3.05): N/A for
                  direct meter.

            f.    Cost of Living Index:  N/A
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            g.    Tenant's Proportionate Share (Section 3.01):  11.8%

            h.    Security Deposit: $ 55,000.00. The security deposit shall be
                  placed in escrow with Ridolfi, Friedman, Frank, Edelstein, and
                  Backinoff to be released to Landlord upon issuance of
                  construction permits. The security deposit shall be returned
                  within 30 days of the end of the Lease, subject to the
                  provisions of the Lease.

            i.    Landlord Contribution (Exhibit B):  Landlord will provide a
                  turnkey installation of the Original Leased Premises as
                  more fully described in Exhibit B and the attached
                  Schematic Floor Plan including new offices, walls,
                  ceilings, carpet, bathrooms, lighting, doors, and a service
                  kitchen (including plumbing but excluding equipment).
                  Tenant shall pay $12,500.00 directly to Landlord upon lease
                  execution and an additional $12,500.00 into the security
                  deposit escrow with Ridolfi, Friedman, Frank, Edelstein and
                  Backinoff (to be released to Landlord upon submission of
                  construction documents and an application for a building
                  permit to the township of West Windsor) for its share of
                  the cost of the installation and shall pay the cost of any
                  delays or upgrades, extras, or changes in the Schematic
                  Floor Plan, if such delays, upgrades, extras or changes are
                  caused by Tenant.  The Additional Leased Premises shall be
                  delivered in AS IS condition.

            j.    Permitted Use (Section 6.01):  general office use

            k.    Landlord's Notice Address:
                              P.O. Box 7838
                              Princeton, New Jersey 08543

            l.    Tenant's Notice Address:
                              at the Leased Premises

            m.    Parking Spaces (Section 20.17):  not to exceed 31 cars,
                  unassigned

            n.    Broker (Section 20.01):  Commercial Property Network, Inc.

            o.    Renewal Term (Section 17.01):  N/A

            p.    Base Year Operating Expenses (Section 3.01): During the first
                  year of occupancy, Tenant shall pay for no Operating Expenses.
                  Base Year Operating Expenses shall be equal to $4.02 per
                  square foot. Commencing with the second lease year, Tenant
                  shall pay its proportionate share of any increases in
                  Operating Expenses over the Base Year Operating Expenses.
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            q.    Termination of Exiting Lease: Tenant occupies suite E-10
                  under a lease dated November 16, 1998 and amended as of
                  January 13, 1999, and upon Commencement Date of this Lease,
                  the existing lease shall terminate.  From the Commencement
                  Date, suite E-10 shall be considered Additional Leased
                  Premises and Tenant shall be permitted to remain in
                  occupancy of such space.  Until the Commencement Date of
                  this Lease, Tenant shall remain liable for fulfilling all
                  of its responsibilities under such existing lease.   As of
                  the Commencement Date, the lease for suite E-10 will
                  terminate.  Any prepaid rent and security deposit shall be
                  applied first to any outstanding invoices under the
                  previous lease and then, after the Commencement Date of
                  this Lease, to the Base Rent required under this new lease.

            r.    Delay in Completion of Construction:  Landlord shall
                  undertake completion of construction of the Original Leased
                  Premises on or before the sixtieth day after issuance of
                  all required building permits.  For every two business days
                  of delay beyond the sixtieth day, base rent for the
                  Original Leased Premises shall abate for one day.  Delays
                  caused by Tenant (change orders, delays in approving plans,
                  interference with contractors working for Landlord, etc.)
                  shall extend the sixty day period.

            s.    Finish schedule: Within five days of receipt of all security
                  deposits, first month's rent and Tenant's contribution toward
                  the cost of construction, Landlord shall provide Tenant with a
                  summary of all interior finishes.

                   [GRAPHIC OF ADDITIONAL LEASED PREMISES]