Exhibit 10.31


SECOND AMENDMENT


          THIS
SECOND AMENDMENT (the
“Amendment”) is made and entered into as of the 18th day of November, 2005, by
and between RP/SARACEN PROPERTIES, LLC, a Delaware limited liability company
(“Landlord”), and RNK, INC. d/b/a RNK Telecom, a Massachusetts corporation
(‘Tenant”). 


RECITALS


	
  

 	
  

 
	
 A.

 	
 Landlord (as successor in interest to Wells
 Avenue Senior Holdings, LLC) and Tenant are parties to that certain lease
 dated May 8, 2000, which Lease has previously been amended by a First
 Amendment dated November 11, 2004 (collectively, the “Lease”). Pursuant to
 the Lease, Landlord has leased to Tenant space currently containing 11,225
 rentable square feet (the “Original Premises”) on the 2nd and 3rd floors of
 the building commonly known as 333 Elm Street located at 333 Elm Street,
 Norfolk Place, Dedham, Massachusetts (the “Building”).

 
	
  

 	
  

 
	
 B.

 	
 Tenant has requested that additional space
 containing 3,700 rentable square feet on the 2nd floor of the Building
 shown as “Available A” on Exhibit A hereto (the
 “Expansion Space”) be added to the Original Premises and that the Lease be
 appropriately amended and Landlord is willing to do the same on the following
 terms and conditions. 

 



          NOW, THEREFORE, in consideration of the
mutual covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant agree as follows: 


	
  

 	
  

 	
  

 
	
 I.

 	
 Expansion and Effective Date. 

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Effective as of the date that this Second
 Amendment is executed and delivered by both parties (the “Expansion Effective
 Date”), the Premises, as defined in the Lease, is increased from 11,225
 rentable square feet on the 2nd and 3rd floors to
 14,925 rentable square feet on the 2nd and 3rd floor by
 the addition of the Expansion Space, and from and after the Expansion
 Effective Date, the Original Premises and the Expansion Space, collectively,
 shall be deemed the Premises, as defined in the Lease. The term of the Lease
 for the Expansion Space shall commence on the Expansion Effective Date and
 end on December 31, 2009 (the “Termination Date”). The Expansion Space is
 subject to all the terms and conditions of the Lease except as expressly
 modified herein, except that Tenant shall not be entitled to receive, with
 respect to the Expansion Space, any allowances, abatements or other financial
 concessions granted with respect to the Original Premises, as set forth in
 Exhibit C to the Lease, Section III of the First Amendment and Exhibit B to
 the First Amendment.

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 The Expansion Effective Date shall be
 delayed to the extent that Landlord fails to deliver possession of the
 Expansion Space for any reason, including but not limited to, holding over by
 prior occupants. Any such delay in the Expansion Effective Date shall not subject Landlord to any
 liability for any loss or damage resulting therefrom. If the Expansion
 Effective Date is delayed, the Termination Date under the Lease shall not be
 similarly extended.

 













	
  

 	
  

 
	
  

 	
 Base Rent. In addition
 to Tenant’s obligation to pay Base Rent for the Original Premises, Tenant
 shall pay Landlord Base Rent for the Expansion Space as follows: 

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Period

 	
  

 	
 Annual Rate

 Per Square Foot

 	
  

 	
 Annual

 Base Rent

 	
  

 	
 Monthly

 Base Rent

 	
  

 
	
  

 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
 Expansion Effective Date
- December 31, 2005:

 	
  

 	
 $

 	
 -0-

 	
  

 	
 $

 	
 -0-

 	
  

 	
 $

 	
 -0-

 	
  

 
	
  

 	
 January 1, 2006 -
December 31, 2009:

 	
  

 	
 $

 	
 23.02

 	
  

 	
 $

 	
 85,174.00

 	
  

 	
 $

 	
 7,097.83

 	
  

 






	
  

 	
  

 	
  

 
	
  

 	
 Tenant shall have no obligation to pay Base
 Rent for the period commencing as of the Expansion Effective Date and ending
 as of December 31, 2005.

All such Base Rent shall be payable by Tenant in
 accordance with the terms of the Lease. 

 
	
  

 	
  

 	
  

 
	
 III.

 	
 Tenant’s Share. As of the
 Expansion Effective Date, Tenant’s Share shall be 33.17%. 

 
	
  

 	
  

 	
  

 
	
 IV.

 	
 Operating Costs and Real Estate Taxes.
 For the period commencing with the Expansion Effective Date and ending on the
 Termination Date, Tenant shall pay for Tenant’s Share of Expense Increases
 and Tax Increases in accordance with the terms of the Lease as modified
 hereby. Tenant shall not, however, be liable for any additional rent,
 including additional rent on account of Expense Increases and Tax Increases
 attributable to the Expansion Space for any period preceding the Expansion
 Effective Date. 

 
	
  

 	
  

 	
  

 
	
 V.

 	
 Improvements to Expansion Space.

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Condition of Expansion Space. Tenant has
 inspected the Expansion Space and, subject only to the performance of the
 Landlord Work, agrees to accept the same “as is” without any agreements,
 representations, understandings or obligations on the part of Landlord to
 perform any alterations, repairs or improvements. Landlord shall perform
 improvements to the Expansion Space in accordance with the Work Letter
 attached hereto as Exhibit B (“Landlord
 Work”).

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Responsibility for Improvements to Expansion Space. Except for
 the Landlord Work, any construction, alterations or improvements to the
 Expansion Space shall be performed by Tenant at its sole cost and expense
 using contractors selected by Tenant and approved by Landlord and shall be
 governed in all respects by the terms of the Lease. In any and all events,
 the Expansion Effective Date shall not be postponed or delayed if the initial
 improvements to the Expansion
 Space are incomplete on the Expansion Effective Date for any reason
 whatsoever. Any delay in the completion of initial improvements to the
 Expansion Space shall not subject Landlord to any liability for any loss or
 damage resulting therefrom.

 
	
  

 	
  

 	
  

 
	
 VI.

 	
 Parking. As of the
 Expansion Effective Date, Section 46 of the Lease, as amended by Paragraph IV
 of the First Amendment, is hereby amended (a) by deleting “twelve (12)” from
 the first line thereof and inserting in its place “sixteen (16))” and (b) by
 deleting “twenty-four (24)” from the fifth line thereof and inserting in its
 place “thirty-two (32)”.

 
	
  

 	
  

 	
  

 
	
 VII.

 	
 Signage. Subject to
 the conditions set forth in this Paragraph VII, Tenant shall have the

 













	
  

 	
  

 	
  

 
	
  

 	
 right
 to install a sign consisting of the name and/or
 logo of RNK, Inc., d/b/a RNK Telecom (or its RNK divisions or affiliates) on
 the exterior facade of the Building facing Route 95/128 (the “Building
 Sign”). Tenant’s rights under this Paragraph VII are subject to the following
 conditions:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Tenant’s
 obtaining all required permits from the Town of Dedham, 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Tenant’s
 obtaining Landlord’s prior written approval as to size, design, finish,
 materials and method of installation of the Building Sign, 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 no
 default by Tenant has occurred prior to the installation of the Building
 Sign, 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 the
 Building Sign is in compliance with all applicable laws, codes and ordinances
 and Tenant has obtained all governmental permits and approvals required in
 connection therewith, 

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 the
 installation, maintenance and removal of the Building Sign (including,
 without limitation, the repair and cleaning of the Building facade upon
 removal of the Building Sign) is performed at Tenant’s expense in accordance
 with the terms and conditions governing alterations pursuant to Section 15 of
 the Lease and subject to Landlord’s reasonable rules and regulations, 

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 within
 thirty (30) days after the first to occur of (i) the date on which there
 occurs, and remains uncured, a default by Tenant, (ii) the date on which the
 aggregate square footage of the Premises occupied by Tenant is less than
 14,500 rentable square feet, or (iii) the date on which the Term of the Lease
 expires or is terminated, then Tenant shall, at its cost and expense, remove
 the Building Sign and restore all damage to the Building caused by the
 installation and/or removal of the Building Sign. Such removal and
 restoration shall be performed in accordance
 with the terms and conditions governing alterations pursuant to Section 15 of the Lease. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 Tenant’s
 rights, pursuant to this Paragraph VII, are personal to RNK, Inc. and may not
 be exercised by any occupant, subtenant, or other assignee of RNK, Inc.
 without the prior written consent of Landlord.
 

 
	
  

 	
  

 
	
 VIII.

 	
 Inapplicable and Deleted Lease Provisions.

 
	
  

 	
  

 	
  

 
	
  

 	
 Exhibit
 C to the Lease, Paragraph III of the First Amendment and Exhibit B to the
 First Amendment shall have no applicability in respect of the Expansion
 Space. 

 
	
  

 	
  

 	
  

 
	
 IX.

 	
 Miscellaneous.

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 This
 Amendment sets forth the entire agreement between the parties with respect to
 the matters set forth herein. There have been no additional oral or written
 representations or agreements. Under no circumstances shall Tenant be
 entitled to any Rent abatement, improvement allowance, leasehold
 improvements, or other work to the Premises, or any similar economic
 incentives that may have been provided Tenant in connection with entering
 into the Lease, unless specifically set forth in this Amendment. 

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Except
 as herein modified or amended, the provisions, conditions and terms of the
 Lease shall remain unchanged and in full force and effect. 

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 In
 the case of any inconsistency between the provisions of the Lease and this
 Amendment, the provisions of this Amendment shall govern and control. 

 













	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Submission of this Amendment by Landlord is not an offer
 to enter into this Amendment but rather is a solicitation for such an offer
 by Tenant. Landlord shall not be bound by this Amendment until Landlord has
 executed and delivered the same to Tenant. 

 
	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 The capitalized terms used in this
 Amendment shall have the same definitions as set forth in
 the Lease to the extent that such capitalized terms are defined therein and
 not redefined in this Amendment. 

 
	
  

 	
  

 	
  

 
	
  

 	
 F.

 	
 Tenant hereby represents to Landlord that
 Tenant has dealt with no broker in connection with this Amendment. Tenant agrees
 to indemnify and hold Landlord, its trustees, members, principals,
 beneficiaries, partners, officers, directors, employees, mortgagee(s) and
 agents, and the respective principals and members of any such agents
 (collectively, the “Landlord Related Parties”) harmless from all claims of
 any brokers claiming to have represented Tenant in connection with this
 Amendment. Landlord hereby represents to Tenant that Landlord has dealt with
 no broker in connection with this Amendment. Landlord agrees to indemnify and
 hold Tenant, its trustees, members, principals, beneficiaries, partners,
 officers, directors, employees, and agents, and the respective principals and
 members of any such agents (collectively, the “Tenant Related Parties”)
 harmless from all claims of any brokers claiming to have represented Landlord
 in connection with this Amendment. 

 
	
  

 	
  

 	
  

 
	
  

 	
 G.

 	
 Each
 signatory of this Amendment represents hereby that he or she has the
 authority to execute and deliver the same on behalf of the party hereto for
 which such signatory is acting. 

 










          IN WITNESS WHEREOF, Landlord
and Tenant have duly executed this Amendment as of the day and year first above written.


	
  

 	
  

 
	
 WITNESS/ATTEST:

 	
 LANDLORD:

 
	
  

 	
 RP/SARACEN PROPERTIES, LLC, a Delaware
 limited company

 
	
  

 	
  

 
	
  

 	
 By: /s/ Kurt W. Seraceno

 
	
  

 	
 Name: Kurt W. Seraceno

 
	
  

 	
 Title: Manager

 
	
 /s/ Maureen [Illegible]

 
	
 Name (print): Maureen [Illegible]

 
	
  

 
	
 /s/ Alison Kispert

 
	
 Name (print) Alison Kispert

 
	
  

 	
  

 
	
 WITNESS/ATTEST:

 	
 TENANT:

 
	
  

 	
  

 
	
  

 	
 RNK,
 INC., a Massachusetts Corporation

 
	
 /s/
 Matthew T. Kinney

 	
  

 
	
  

 	
 By:
 /s/ Richard N. Koch

 
	
 Name
 (print): Matthew T. Kinney

 	
 Name:
 Richard N. Koch

 
	
  

 	
 Title:
 President

 
	
 /s/
 Sharon R. Schawbel

 	
  

 
	
 Name (print): Sharon R. Schawbel

 	
  

 











EXHIBIT B


WORKLETTER


          This
Exhibit is attached to and made a part of the Amendment by and between RP/SARACEN
PROPERTIES, LLC, a Delaware limited liability company (“Landlord”), and RNK, INC. d/b/a RNK
Telecom, a Massachusetts corporation (“Tenant”) for space in the Building located at 333
Elm Street, Norfolk Place, Dedham, Massachusetts.


          As
used in this Workletter, the “Premises” shall be deemed to mean the Expansion
Space, as defined in the attached Amendment.


Landlord, at
its sole cost and expense (subject to the terms and provisions of Section 2
below) shall
perform improvements to the Premises in accordance with the following work list
(the “Worklist”) using Building standard
methods, materials and finishes. The improvements to be performed in
accordance with the Worklist are hereinafter referred to as the “Landlord
Work”. The Landlord Work shall be performed
in a workmanlike manner. Landlord shall enter into a direct contract for the Landlord Work with a
general contractor selected by Landlord. In addition, Landlord shall have the right to select and/or
approve of any subcontractors used in connection with the Landlord Work.


WORK LIST


______ITEM


          1. Install one (1) rear access door in the Premises, as shown on Exhibit B-1, attached
hereto, to be completed by Friday, November 25, 2005. 


2. All other work
and upgrades, subject to Landlord’s approval, shall be at Tenant’s sole cost
and expense, plus any applicable state sales or use tax thereon, payable
upon demand as Additional Rent if the work is conducted by Landlord. Tenant
shall be responsible for any Tenant delay in completion of the Premises resulting from any such
other work and upgrades requested or performed
by Tenant.


3. Landlord’s supervision or
performance of any work for or on behalf of Tenant, with the exception of the installation of the rear access
door specified above, shall not be deemed to be a representation by Landlord that such work
complies with applicable insurance requirements, building codes, ordinances, laws or regulations or that the improvements
constructed will be adequate for
Tenant’s use.


4. Tenant
acknowledges that the Landlord Work may be performed by Landlord in the
Premises during Normal Business Hours subsequent to the Expansion Effective
Date. Landlord and Tenant agree to cooperate with each
other in order to enable the Landlord Work to be performed in a timely manner
and with as little inconvenience to the operation of Tenant’s business as is reasonably
possible. Notwithstanding anything herein to the contrary, any delay in the
completion of the Landlord Work or inconvenience suffered by Tenant
during the performance of the Landlord Work shall not delay
the Expansion Effective Date nor shall it subject Landlord to any liability for
any loss or damage resulting therefrom or entitle Tenant to any credit,
abatement or adjustment of Rent or other sums payable under the
Lease. This Exhibit shall not be deemed applicable to any additional
space added to the Premises at any time or from time to time, whether by any
options under the Lease or otherwise, or to any portion of the original
Premises in


-7-





the event of a renewal or extension of the original Term of the Lease,
whether by any options under the Lease or otherwise,
unless expressly so provided in the Lease or any amendment or supplement to the
Lease.





EXHIBIT B-1


PLAN
OF LANDLORD WORK