**AMENDMENT
      TO LEASE**





THIS
      AMENDMENT TO LEASE (the amendment) is made as of the 30th day of November 2005
      by and between MICHIGAN PLAZA LLC, a Delaware limited liability company
      (hereinafter referred to as "Landlord") and TALK AMERICA INC., a Pennsylvania
      corporation (hereinafter referred to as "Tenant");








**WITNESSETH**:





**WHEREAS**,
      Landlord's predecessor-in-interest (BTS Owners LLC) and Tenant entered into
      a
      Lease dated as of July 1, 2003 the lease) pursuant to which Tenant is leasing
      4,753 square feet of Rentable area on the 42nd floor (the Existing Premises)
      of
      the building (the Building) located at 205 North Michigan Avenue, Chicago,
      Illinois; capitalized terms not specifically defined herein shall have the
      meaning ascribed to such terms in the Lease; and





**WHEREAS**,
      Tenant wishes to expand the leased premises and extend the Term of the Lease
      and
      Landlord desires to accommodate Tenant;


**NOW
      THEREFORE**, in consideration of the foregoing and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Landlord and Tennant agree as follows:





1.
      Extension of Initial Term. The term of the Lease is hereby extended to August
      31, 2009 and accordingly the defined term "Termination Date" as used in the
      Lease in amended to be August 31, 2009.





2.
      Additional Premises. As of February 1, 2006 (the "Effective date") Landlord
      hereby leases to Tennant and Tennant hereby accepts from Landlord the 1,460
      square feet of Rentabel Area on the 42nd floor of the Building depicted on
      Exhibit A attached hereto and made apart hereof (them "Additional Premises")
      for
      a term commencing on the Effective Date and terminating on the Termination
      date.
      From and after the Effective Date the Premises shall consist of both the
      Existing Premises and the Additional Premises, constituting 6,213 square feet
      of
      Rentable Area in the aggregate. From and after the effective date, all
      references to the Premises ion the lease shall be deemed to refer to the
      Existing Premises and the Additional Premises.








3.
      Possession of the Additional Premises.





a.
      Possession of the Additional Premises shall be tendered to Tenant by Landlord
      in
      their "as-is" condition upon full execution of this Amendment. The Tenant's
      taking possession of any portion of the Additional Premises shall be conclusive
      evidence that such portion of the Additional Premises was in good order and
      satisfactory condition when the Tenant took possession. NO promise of the
      Landlord to construct, alter, remodel or improve the Premises or the Building
      and no representation by Landlord or its Agents respecting the condition of
      the
      Additional Premises have been made to Tenant or relied upon by Tenant other
      than
      as may be contained in this Amendment to the Lease.





b.
      Tenant
      shall perform any construction or renovations in the Additional Premises in
      accordance with the terms of the Tenant Work Letter attached to the Lease as
      is
      such Tenant Work Letter were attached to this Amendment and incorporated herein,
      except that the Allowance shall be $51,100.00 rather than the amount set forth
      in the Tenant Work letter. In addition, Landlord will pay Gastinger Walker
      Harden Architects up to $116.80 for the preparation of a preliminary space
      plan
      and $58.40 for one revision thereto. Tenant may allocate up to $7300.00 of
      any
      unused portion of the Allowance to the next Rent due under the Lease for the
      Additional Premises. Notwithstanding anything herein or in the Lease to the
      contrary, Tenant shall cause the electricity for the Additional Premises to
      be
      metered together with the electricity for the Existing Premises.





c.
      Tenant's obligation to pay Rent for the Additional premises shall commence
      on
      the Effective date even if Tenant's work (as defined in the Tenant Work letter)
      shall not be completed. Under no circumstances shall the occurrence of any
      of
      the events described in this Section 3 be deemed to accelerate or defer the
      Termination Date. If Tenant takes possession of any portion of the Additional
      Premises prior to the effective date, such possession shall be pursuant to
      all
      of the terms, covenants and conditions of the Lease, excluding the obligation
      to
      pay Base Rent and Additional Rent for the Additional Premises.





4.
      Rent.
      Schedule 1 to the lease shall be superseded by Schedule 1 attached hereto and
      made a part hereof. As of the Effective Date, Tenant's Proportionate Share
      for
      purposes of determining for purposes of determining taxes and operating expenses
      payable by tenant under the Lease shall be 0.639% (rater than 0.489%). Provided
      Tenant is not in default under the Lease and subject to the terms of Section
      22
      of the Lease, the two (2) monthly installments of Base Rent and Additional
      Rent
      for February, 2006 and March 2006 for the Existing premises (and only the
      Existing premises) shall be abated in full and not payable by
      Tenant.





5.
      Miscellaneous. The preambles to this Amendment are incorporated into the body
      of
      this Amendment as if restated herein.





6.
      Governing Law. Interpretation of this Amendment shall be governed by the laws
      of
      the state of Illinois.








7.  No
      Other
      Consideration. The mutual obligations of the parties as provided herein are
      the
      sole consideration for this Amendment and no representations, promises or
      inducements have been made by the parties other than as appear in this
      Amendment. This Amendment may not be amended except in writing signed by both
      Parties.





8.  Brokers.
      Tenant represents And warrants to Landlord that neither it nor its officers
      or
      agents nor anyone acting on its behalf has dealt with any real estate broker,
      other than MB real estate services LLC ("MB") and The John Buck Company ("Buck")
      in the negotiation or making of this Amendment, and Tenant agrees to indemnify
      and hold harmless Landlord from any and all claims, liability, costs and
      expenses (including attorney fees) incurred as a result of any inaccuracy in
      the
      foregoing representation and warranty. Landlord represents and warrants to
      Tenant that neither it nor its officers or agents nor anyone acting on its
      behalf has dealt with any real estate broker, other than MB and buck, in the
      negotiation or making of this Amendment and Landlord agrees to indemnify and
      hold harmless Tenant from any and all claims, liability, costs and expenses
      (including attorneys' fees) incurred as a result of any inaccuracy in the
      foregoing representation and warranty. Landlord shall pay all of the commissions
      due to MB and Buck.





9.
      Full
      Force and Effect. Except as modified herein the lease is hereby ratified and
      confirmed and the terms, covenants, conditions and agreements therein contained
      remain in full force and effect.





IN
      WITNESS WHEREOF, the parties executed this Amendment as of the day and year
      first written above.








LANDLORD


MICHIGAN
      PLAZA LLC, a Delaware limited liability company


By:/s/ Alan Gordon


Name:
      Alan Gordon


Title:
      Vice President




Talk
      America Inc.


By:
      /s/ Aloysius T. Lawn IVName: Aloysius T. Lawn IV


Title:
      EVP - General Counsel














EXHIBIT
      A


ADDITIONAL
      PREMISES



















SCHEDULE
      1


BASE
      RENT


Existing
      Premises (4,753 rentable square feet)


Period
            Annual
                Per Square Foot Base Rate
            Monthly
                Base Rate
            Annual
                Base RentRent
                Commencement Date - May 31, 2004
            $17.25
            $1,765.25
            $21,183.00June
                1,2004 -May 31, 2004
            $17.25
            $7,030.48
            $84,365.75June
                1, 2005 -May 31, 2006
            $18.25
            $7,228.52
            $84,365.75June
                1, 2006 - may 31, 2007
            $18.75
            $7,426.56
            $89118.75June
                1, 2007 - May 31, 2008
            16.00
            6337.33
            76048.00June
                1, 2008 - May 31, 2009
            16.50
            6,535.38
            78,424.50June
                1, 2009 - August 31, 2009
            17.00
            6,733.42
            80,801.00




BASE
      RENT





Additional
      Premises (1,460 square feet)








Period
            Annual
                Per Square Foot Base Rate
            Monthly
                Base Rate
            Annual
                Base RentFebruary
                1, 2006 - May 31, 2006
            $15.00
            $1,825.00
            $21,900.00June
                1,2006 -May 31, 2007
            $15.50
            $1,885.83
            $22,630.00June
                1, 2007 -May 31, 2008
            $16.00
            $1,946.67
            $23,360.00June
                1, 2008 - may 31, 2009
            $16.50
            $2,007.50
            $24,090.00June
                1, 2009- August 1, 2009
            17.00
            2068.33
            24820.00