**Exhibit
10.24**
 
 **SECOND
AMENDMENT TO LEASE**
 
 This **SECOND
AMENDMENT TO LEASE** (the **“Amendment”** ) is made
effective as of and deemed entered into as of November 3, 2004, by and between
TMT Reston I & II, Inc., a Delaware corporation ( **“Landlord”** ), and
Talk America Holdings, Inc., a Delaware corporation ( **“Tenant”** ).
 
 **Recitals**
 
 A.  Reston Plaza I &
II, LLC ( **“Reston
Plaza”** ), as
landlord, and Talk.com, Inc. (“ **Talk.com** ”), a
Delaware corporation, as tenant, entered into a Lease Agreement, dated April 28,
2000, as amended by that certain First Amendment to Lease, dated May 6, 2004
(collectively, the **“Reston
II Lease”** ).
 
 B.  Landlord is the
successor-in-interest to Reston Plaza and Tenant is successor-in-interest to
Talk.com.
 
 C.  Pursuant to the
Reston II Lease, Landlord leases to Tenant approximately 10,019 rentable square
feet on the second (2nd) floor of that certain building located at 12020 Sunrise
Valley Drive in Reston, Virginia ( **“Reston
Plaza II”** ).
 
 D.  Landlord, as
landlord, and Talk America, Inc., a Pennsylvania corporation ( **“Talk
America, Inc.”** ), as
tenant, entered into a Lease Agreement, dated as of the date hereof (the **“Reston
I Lease”** ).
 
 E.  Talk America, Inc. is
a wholly owned subsidiary of Tenant.
 
 F.  Pursuant to the
Reston I Lease, Landlord leases to Talk America, Inc. approximately 1,136
rentable square feet on the first (1st) floor of that certain building located
at 12030 Sunrise Valley Drive in Reston, Virginia ( **“Reston
Plaza I”** ).
 
 G.  Landlord requires, as
a condition of entering into the Reston I Lease, that the Reston II Lease be
amended, and Tenant desires to amend the Reston II Lease on the terms and
conditions hereinafter set forth.
 
 **NOW
THEREFORE** , in
consideration of the above recitals which by this reference are incorporated
herein and made a substantive part hereof, the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant, intending to
be legally bound, hereby agree as follows:
 
 **1.** **Incorporation by
Reference; Recitals** . All
capitalized terms not defined in this Amendment shall have the same meaning as
in the Reston II Lease. The foregoing recitals are true and correct and
incorporated herein by reference as if set forth in their entirety herein.
 
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 **2.** **Cross-Default** . Any
Event of Default by Talk America, Inc. as that term is defined under the Reston
I Lease shall constitute an Event of Default under this Reston II Lease. If an
Event of Default occurs under this Reston II Lease or the Reston I Lease,
Landlord shall have the right, at its sole option, to exercise any one or more
of the remedies provided for an Event of Default as set forth in the Reston II
Lease and the Reston I Lease or as otherwise permitted pursuant to applicable
law, such remedies to be exercised concurrently or consecutively, and not
alternatively.
 
 **3.** **Ratification** . Except
as expressly modified and amended by the provisions of this Amendment, all
terms, covenants and conditions of the Reston II Lease shall remain in full
force and effect in accordance with their terms.
 
 **4.** **Time** . Time is
of the essence of this Amendment, the Reston II Lease and all of their
provisions.
 
 **5.** **Entire
Agreement** . The
Reston II Lease, as amended hereby, contains all agreements of the parties to
this Amendment and supersedes any previous negotiations. There have been no
representations made by the Landlord or understandings made between the parties
other than those set forth in the Lease (as hereby amended) and its exhibits.
The Reston II Lease may not be modified except by a written instrument duly
executed by the parties hereto.
 
 **6.** **Tenant’s
Authority** . If
Tenant signs as a corporation each of the persons executing this Amendment on
behalf of Tenant represents and warrants that Tenant has been and is qualified
to do business in the state in which the Building is located, that the
corporation has full right and authority to enter into this Amendment, and that
all persons signing on behalf of the corporation were authorized to do so by
appropriate corporate actions. If Tenant signs as a partnership, trust or other
legal entity, each of the persons executing this Amendment on behalf of Tenant
represents and warrants that Tenant has complied with all applicable laws, rules
and governmental regulations relative to its right to do business in the state
and that such entity on behalf of the Tenant was authorized to do so by any and
all appropriate partnership, trust or other actions. Tenant agrees to furnish
promptly upon request a corporate resolution, proof of due authorization by
partners, or other appropriate documentation evidencing the due authorization of
Tenant to enter into this Amendment.
 
 **7.** **Miscellaneous** . This
Amendment (i) shall be binding upon and inure to the benefit of Landlord and
Tenant, and their respective successors, assigns and related entities (subject
to any restrictions set forth in the Reston II Lease) and (ii) shall be governed
by and construed in accordance with the laws of the Commonwealth of Virginia and
may be executed in multiple counterparts or by facsimile transmissions, each of
which shall be treated as an original of this Amendment for all purposes, and
all of which shall constitute one (1) agreement binding upon all of the parties
hereto, notwithstanding that all the parties are not signatory to the original
or the same counterpart or facsimile transmission. Each such counterpart or
facsimile transmission shall be admissible into evidence as an original hereof
against the party who executed it.
 ****
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 **8.** **Waivers** .
Landlord and Tenant each agree to and they hereby waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties hereto
against the other on any matters whatsoever arising out of or in any way
connected with this Amendment or the Reston II Lease.
 
 **9.** **Limitation
of Landlord’s Liability** . Redress
for any claim against Landlord under the Reston II Lease and this Amendment
shall be limited to and enforceable only against and to the extent of Landlord’s
interest in the Building (as defined in the Reston II Lease). The obligations of
Landlord under the Reston II Lease and this Amendment are not intended to and
shall not be personally binding on, nor shall any resort be had to the private
properties of, any of its trustees or board of directors and officers, as the
case may be, its investment manager, the general partners thereof, or any
beneficiaries, stockholders, employees, or agents of Landlord or the investment
manager.
  **[SIGNATURES
ON NEXT PAGE]**
  
 
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 **IN
WITNESS WHEREOF** ,
Landlord and Tenant have caused this Amendment to be executed as of the day and
year as first above written.
 **WITNESS:**
      By:
      /s/ Christa Reodel
      Name:
      Christa Reodel
      Title:
      Admin. Assistant
    **LANDLORD:**
      
      TMT
      RESTON I & II, INC.,
      a
      Delaware corporation
      By:
      RREEF Management Company,
      a
      Delaware corporation
      By:
      /s/ Mark Arena
      Mark
      Arena
      Title:
      District Manager
      Dated:
      11/3/04**ATTEST:**
      By:
      /s/ Craig H. Pizer
      Name:
      Craig H. Pizer
      Title:
      Associate General Counsel
      [Corporate
      Seal]
    **TENANT:**
      TALK
      AMERICA HOLDINGS, INC., a Delaware corporation
      By:
      /s/ Aloysius T. Lawn IV
      Name:
      Aloysius T. Lawn IV
      Title:
      EVP - General Counsel
      Dated:
      10/28/04