EXHIBIT 10.21


FIRST LEASE
MODIFICATION AGREEMENT


THIS FIRST LEASE MODIFICATION
AGREEMENT, made and entered into this      day of                          ,
2006, by and between FIRST INDUSTRIAL TEXAS
LP, a Delaware limited partnership (hereinafter called “Landlord”),
and Liquidity Services, Inc., a Delaware corporation (hereinafter called “Tenant”).


WHEREAS, by Lease Agreement,
dated February 2, 2005, FIRST INDUSTRIAL TEXAS LP,
a Delaware limited partnership as Landlord, leased to Tenant certain
premises (the “Premises”) totaling 49,883 square feet situated at 12750
Perimeter Drive, Suite 154, Dallas, Texas, 75228.


NOW, THEREFORE, in consideration
of the mutual promises given one to the other, the Parties hereto intending to
be legally bound, do hereby covenant and agree as follows:


1.                                 This First Lease Modification Agreement is
subject to Landlord’s completion and acceptance of a Lease Termination
Agreement with Club Sports of North Texas, Inc. for the premises located at
12750 Perimeter Drive, Suite 144, prior to April 3, 2006.  The Lease Termination Agreement will
terminate the Club Sports of North Texas, Inc. Lease on May 31, 2006.


2.                                 Said Lease Agreement, dated
February 2, 2005, covering the Premises is hereby extended for an additional
term of Thirty-nine (39) months commencing May 1, 2008 and expiring July 31,
2011.


3.                                 Said Lease Agreement, dated February 2, 2005, is
hereby amended to include an additional 30,641 square feet (“Expansion Space”)
for a term of Sixty-two (62) months commencing June 1, 2006, and expiring July
31, 2011, for a total of 80,524 square feet (Exhibit A).


4.                                 Tenant’s Proportionate Share is amended to
45.1874% of the building.


5.                                 Tenant agrees to pay to Landlord during the
extended lease period set out above, rental as follows, payable on or before
the first (1st) day of each month in advance during the period of June 1, 2006
through July 31, 2011.




	
  Lease Period

  	
   

  	
  Monthly Net Rent

  Existing Space

  (49,883 sq. ft.)

  	
   

  	
  Monthly Net Rent

  Expansion Space

  (30,641 sq. ft.)

  	
   

  	
  Total Monthly

  Base Rent

  (80,524 sq. ft.)

  	
   

  	
  Per

  Square Foot

  	
   

  
	
  06/01/06 – 07/31/06

  	
   

  	
  $

  	
  10,392.29

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  10,392.29

  	
   

  	
  $

  	
  1.55

  	
   

  
	
  08/01/06 – 04/30/07

  	
   

  	
  $

  	
  10,392.29

  	
   

  	
  $

  	
  7,021.90

  	
   

  	
  $

  	
  17,414.19

  	
   

  	
  $

  	
  2.60

  	
   

  
	
  05/01/07 – 04/30/08

  	
   

  	
  $

  	
  11,431.52

  	
   

  	
  $

  	
  7,021.90

  	
   

  	
  $

  	
  18,453.42

  	
   

  	
  $

  	
  2.75

  	
   

  
	
  05/01/08 – 04/30/09

  	
   

  	
  $

  	
  11,847.21

  	
   

  	
  $

  	
  7,277.24

  	
   

  	
  $

  	
  19,124.45

  	
   

  	
  $

  	
  2.85

  	
   

  
	
  05/01/09 – 04/30/10

  	
   

  	
  $

  	
  12,262.90

  	
   

  	
  $

  	
  7,532.58

  	
   

  	
  $

  	
  19,795.48

  	
   

  	
  $

  	
  2.95

  	
   

  
	
  05/01/10 –
  07/31/11

  	
   

  	
  $

  	
  12,678.60

  	
   

  	
  $

  	
  7,787.92

  	
   

  	
  $

  	
  20,466.52

  	
   

  	
  $

  	
  3.05

  	
   

  






 


6.                                 Landlord agrees to perform the following at its
sole cost and expense;


·        Addition of one (1) ramp to dock door


·        Addition of one (1) new dock leveler


·        Repair of two (2) existing dock levelers


·        Addition of five (5) metal halide lights to
expansion space


·        New paint and carpet for approximately 1,106
square feet of expansion space office area


·        Demo existing pedestrian ramp


·        Install a 10’x10’ opening in the demising wall


·        Put the two existing exhaust fans in good working
order


7.                                 Security/Damage Deposit is amended to $25,328.80
($15,089.60 on file from previous lease plus additional security deposit of
$10,239.20 due from Tenant).


8.                                 Tenant shall continue to pay its pro rata share
of all Common Area Maintenance (CAM) charges throughout the extended lease
term, currently estimated to be $.96 per square foot, or $6,441.92 per month
for the 2006 Calendar year.


9.                                 Except as herein extended and amended, all terms
and conditions of the Lease Agreement dated February 2, 2005, shall remain in
full force and effect.









 



IN WITNESS WHEREOF, the Parties
have executed this First Lease Modification Agreement in triplicate the day and
year first written above.


	
  TENANT:   

  	
   

  	
  LANDLORD:

  	
   

  	
     

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Liquidity
  Services, Inc.   

  	
   

  	
  First Industrial Texas LP, a Delaware limited
  partnership

  
	
  A Delaware
  Corporation   

  	
   

  	
     

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
     

  	
  By:

  	
  FR Texas GP, LLC, a Delaware limited liability

  
	
   

  	
  William P. Angrick III   

  	
   

  	
   

  	
  company, its sole general partner

  
	
     

  	
  Chairman & CEO   

  	
   

  	
   

  	
     

  
	
   

  	
   

  	
   

  	
  By:

  	
  First Industrial, L.P., a Delaware limited
  partnership,

  
	
   

  	
   

  	
   

  	
   

  	
  its sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
     

  	
  By:

  	
  First Industrial Realty Trust, Inc., its general
  partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
     

  
	
   

  	
   

  	
   

  	
   

  	
  Royal Pratt

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President — Operations and Leasing

  
	
   

  	
   

  	
   

  	
   

  	
     

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  	
   

  
									



 









 



Exhibit A





 


 


 


	
  

  	
   

  	
  Initial Here