SECOND AMENDMENT TO LEASE

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Exhibit 10.5

SECOND AMENDMENT TO LEASE

THIS SECOND AMENDMENT TO LEASE (the "Amendment") is made as of the 15 day of November, 2004, by and between FV OFFICE PARTNERS II, L.P., a Delaware limited partnership ("Landlord") and MOBILITY TECHNOLOGIES, INC., a Delaware corporation ("Tenant") f/n/a Xxxxxxx.xxx, Inc.

W I T N E S S E T H T H A T:

WHEREAS, Landlord leases certain premises at Chesterbrook Corporate Center® in the building located at 000 Xxxxxxxxx Xxxx, Xxxxx, Xxxxxxxxxxxx (the "Building") to Tenant pursuant to that certain Lease dated June 14, 2000 as amended by a First Amendment to Lease dated April 30, 2001 (the "First Amendment") [collectively, the "Lease"] consisting of approximately 30,458 rentable square feet (the "Existing Premises").

WHEREAS, Landlord and Tenant have agreed to further modify the Lease as hereinafter set forth;

NOW THEREFORE, in consideration of the premises and the mutual covenants contained in this Amendment, and intending to be legally bound, the parties hereto agree as follows:

1. The Term is hereby extended from October 31, 2005 to October 31, 2010.

2. Effective as of November 15, 2004: (i) Landlord shall deliver to Tenant possession of additional premises (the "Additional Premises") containing approximately 380 rentable square feet as more particularly described on Exhibit "A"; (ii) the Tenant's Proportionate Share shall be increased from 73.4848% to 74.402%; and (iii) for calculation and all other purposes of the Lease the Premises shall consist of the Existing Premises and the Additional Premises in the aggregate and the amount of rentable square feet in the Premises shall be deemed to be approximately 30,838. Landlord shall deliver possession of the Additional Premises to Tenant effective as of November 15, 2004 in its "AS-IS", "WHERE-IS" condition.

3. Commencing on November 15, 2004 Tenant shall pay Fixed Rent for the Premises in accordance with the following schedule if Tenant does not exercise its Option Right (as defined in Paragraph 7 below):

Time Period	Annual Fixed Rent		Monthly Fixed Rent
11/15/04 - 10/31/05	$	693,855.00	$	57,821.25
11/1/05 - 10/31/06	$	716,983.50	$	59,748.63
11/1/06 - 10/31/07	$	740,112.00	$	61,676.00
11/1/07 - 10/31/08	$	763,240.50	$	63,603.38
11/1/08 - 10/31/09	$	786,369.00	$	65,530.75
11/1/09 - 10/31/10	$	809,497.50	$	67,458.13

4. In addition to the payment of Fixed Rent as set forth in Paragraph 3 above Tenant shall be also be obligated to continue to pay One Hundred Dollars ($100.00) per month in rent for the basement storage space designated as the Phase III Premises in the First Amendment.

5. Landlord shall provide Tenant the sum of $654,190 as a tenant improvement allowance (the "Tenant Allowance"). The Tenant Allowance shall consist of two components: (i) $500,000 ("TI Component No. 1") which may be used only to reimburse Tenant for its "hard" construction costs (which shall include without limitation the cost to purchase and install a standby generator) and architectural, engineering and space planning costs incurred in connection with the improvement of the Premises; and (ii) $154,190 ("TI Component No. 2") which may be utilized for the same purposes as the same TI Component No. 1 and also for data and telecommunication costs, furniture, fixtures and equipment costs and/or the payment of minimum fixed annual rent or other sums due from Tenant under the Lease. Tenant's performance of all tenant improvement work ("TI Work") whether funded by the Tenant Allowance or otherwise shall be subject to Tenant's compliance with the terms and

conditions of Article 9 of the Lease. Landlord shall provide construction management services in connection with all TI Work for which Landlord shall receive the construction management fee specified in Article 9. The purchase of the generator shall be excluded from any construction management fee. The construction management fee to be paid to Landlord shall be disbursed from the Tenant Allowance. Payments of the Tenant Allowance shall be made by Landlord to Tenant no more frequently than one per month upon presentation by Tenant to Landlord of invoices and/or other documentation in form reasonably satisfactory to Landlord evidencing Tenant's expenditure of the sum(s) for which Tenant is seeking reimbursement. Payments shall be made by Landlord within thirty (30) days of Landlord's receipt of such invoices and/or other documentation. All payments of the Tenant Allowance shall be subject to the precondition that Tenant is not then in default under the Lease. Tenant confirms that all of Landlord's prior tenant improvement obligations under the Lease have been complied with and fulfilled by Landlord.

6. On or before November 15, 2004 Landlord shall return the Letter of Credit to Tenant and the terms and conditions of Article 35 of the Lease (Letter of Credit) shall thereupon be void and of no further force or effect.

7. Provided that Tenant is not then in default under the Lease Tenant has the option to lease the Option Premises (as hereinafter defined) as more fully set forth in this Paragraph 7 (the "Option Right"). The term Option Premises as used in this Paragraph 7 shall mean and refer to approximately 3,714 rentable square feet located on the second floor of the Building adjacent to the Premises and more fully described on Exhibit "B". Tenant's Option Right shall consist of the right to lease the Option Premises effective as of May 1, 2005 (the "Option Premises Turnover Date") if Tenant provides written notice of its desire to do so to Landlord on or before February 1, 2005 (the "Option Premises Notice Date"). Failure by Tenant to notify Landlord on or before the Option Premises Notice Date of its desire to exercise the Option Right shall constitute Tenant's election not to lease the Option Premises. If Tenant does not exercise the Option Right as aforesaid then Landlord shall have the right to lease all or any part of the Option Premises to such party or parties as it deems appropriate and the space shall no longer be subject to the Option Right. If Tenant shall timely notify Landlord of its desire to exercise the Option Right effective as of the Option Premises Turnover Date: (i) Landlord shall deliver to Tenant possession of the Option Premises; (ii) the Tenant's Proportionate Share shall be increased from 74.402% to 83.362%; and (iii) for calculation and all other purposes of the Lease the Premises shall include the Option Premises and the amount of rentable square feet in the Premises shall be deemed to be approximately 34,552. Notwithstanding anything contained in the Lease to the contrary, the right granted to Tenant under this Paragraph 7 is intended to be personal to Tenant and may not be exercised by any assignee or sublessee of Tenant. Landlord shall deliver possession of the Option Premises to Tenant on the Option Premises Turnover Date in its "AS-IS", "WHERE-IS" condition.

8. If Tenant exercises its Option Right in accordance with Paragraph 7 above Tenant shall pay Fixed Rent for the Premises in accordance with the following schedule:

Time Period	Annual Fixed Rent		Monthly Fixed Rent
From the earlier to occur of: (i) July 1, 2005; (ii) or Tenant's commencement of business in the Premises - 10/31/05	$	388,710.00	$	64,785.00
11/1/05 - 10/31/06	$	803,334.00	$	66,944.50
11/1/06 - 10/31/07	$	829,248.00	$	69,104.00
11/1/07 - 10/31/08	$	855,162.00	$	71,263.50
11/1/08 - 10/31/09	$	881,076.00	$	73,423.00
11/1/09 - 10/31/10	$	906,990.00	$	75,582.50

9. If Tenant exercises its Option Right in accordance with Paragraph 7 above, Landlord shall provide Tenant the sum of $78,992.50 as a tenant improvement allowance for the Option Premises (the

"OP Tenant Allowance") which sum shall be in addition to the Tenant Allowance outlined in Paragraph 5 above. The OP Tenant Allowance may be used only to reimburse Tenant for its "hard" construction costs and architectural, engineering and space planning costs incurred in connection with the improvement of the Option Premises. Tenant's performance of all tenant improvement work in the Option Premises ("OP TI Work") whether funded by the OP Tenant Allowance or otherwise shall be subject to Tenant's compliance with the terms and conditions of Article 9 of the Lease. Landlord shall provide construction management services in connection with all OP TI Work for which Landlord shall receive the construction management fee specified in Article 9. The construction management fee to be paid to Landlord shall be disbursed from the OP Tenant Allowance. Payments of the OP Tenant Allowance shall be made by Landlord to Tenant no more frequently than one per month upon presentation by Tenant to Landlord of invoices and/or other documentation in form reasonably satisfactory to Landlord evidencing Tenant's expenditure of the sum(s) for which Tenant is seeking reimbursement. Payments shall be made by Landlord within thirty (30) days of Landlord's receipt of such invoices and/or other documentation. All payments of the OP Tenant Allowance shall be subject to the precondition that Tenant is not then in default under the Lease.

10. In the event of: (i) a sale or refinancing of the Building; or (ii) a default by Tenant under the Lease, Landlord shall be entitled to request of Tenant and Tenant shall supply to Landlord copies of all of Tenant's most recent financial statements then available. Such financial statements shall be provided by Tenant to Landlord within fifteen (15) days after Landlord's request therefor and shall be kept confidential but may be disclosed to: (1) the extent required by law; (2) Landlord's employees and advisors (e.g. accountants, attorneys etc.); and (iii) prospective buyers and lenders provided that the parties described in subparagraphs (2) and (3) are similarly bound by such confidentiality.

11. The confession of judgment remedy comprising a portion of Article 21 of the Lease is hereby reconfirmed and restated as follows:

(A) WHEN THIS LEASE OR TENANT'S RIGHT OF POSSESSION SHALL BE TERMINATED BY COVENANT OR CONDITION BROKEN, OR FOR ANY OTHER REASON, EITHER DURING THE TERM OF THIS LEASE, AND ALSO WHEN AND AS SOON AS SUCH TERM SHALL HAVE EXPIRED OR BEEN TERMINATED, TENANT HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ANY COURT OF RECORD AS ATTORNEY FOR TENANT AND ANY PERSONS CLAIMING THROUGH OR UNDER TENANT TO CONFESS JUDGMENT IN EJECTMENT AGAINST TENANT AND ALL PERSONS CLAIMING THROUGH OR UNDER TENANT FOR THE RECOVERY BY LANDLORD OF POSSESSION OF THE PREMISES, FOR WHICH THIS LEASE SHALL BE SUFFICIENT WARRANT, WHEREUPON, IF LANDLORD SO DESIRES, A WRIT OF EXECUTION OR OF POSSESSION MAY ISSUE FORTHWITH, WITHOUT ANY PRIOR WRIT OR PROCEEDINGS WHATSOEVER, AND PROVIDED THAT IF FOR ANY REASON AFTER SUCH ACTION SHALL HAVE BEEN COMMENCED THE SAME SHALL BE DETERMINED, CANCELED OR SUSPENDED AND POSSESSION OF THE PREMISES HEREBY DEMISED REMAIN IN OR BE RESTORED TO TENANT OR ANY PERSON CLAIMING THROUGH OR UNDER TENANT, LANDLORD SHALL HAVE THE RIGHT, UPON ANY SUBSEQUENT DEFAULT OR DEFAULTS, OR UPON ANY SUBSEQUENT TERMINATION OR EXPIRATION OF THIS LEASE OR ANY RENEWAL OR EXTENSION HEREOF, OR OF TENANT'S RIGHT OF POSSESSION, AS HEREINBEFORE SET FORTH, TO CONFESS JUDGMENT IN EJECTMENT AS HEREINBEFORE SET FORTH ONE OR MORE ADDITIONAL TIMES TO RECOVER POSSESSION OF THE SAID PREMISES.

(B) IN ANY ACTION OF OR FOR EJECTMENT, IF LANDLORD SHALL FIRST CAUSE TO BE FILED IN SUCH ACTION AN AFFIDAVIT MADE BY IT OR SOMEONE ACTING FOR IT SETTING FORTH THE FACTS NECESSARY TO AUTHORIZE THE ENTRY OF JUDGMENT, SUCH AFFIDAVIT SHALL BE CONCLUSIVE EVIDENCE OF SUCH FACTS; AND IF A TRUE COPY OF THIS LEASE (AND OF THE TRUTH OF THE COPY SUCH AFFIDAVIT SHALL BE

SUFFICIENT EVIDENCE) BE FILED IN SUCH ACTION, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY, ANY RULE OF COURT, CUSTOM OR PRACTICE TO THE CONTRARY NOTWITHSTANDING. TENANT RELEASES TO LANDLORD, AND TO ANY AND ALL ATTORNEYS WHO MAY APPEAR FOR TENANT, ALL PROCEDURAL ERRORS IN ANY PROCEEDINGS TAKEN BY LANDLORD, WHETHER BY VIRTUE OF THE WARRANT OF ATTORNEY CONTAINED IN THIS LEASE OR NOT, AND ALL LIABILITY THEREFOR.

Tenant Please Initial Here /s/ [ILLEGIBLE]

12. Tenant represents and warrants to Landlord that it has not employed, dealt with or negotiated with any broker or agent other than Fox Realty Co. and GVA Xxxxx Xxxx in connection with this Amendment. Tenant agrees to indemnify, defend and hold Landlord harmless from and against any and all demands, actions, loss, damage or liability, including, without limitation, reasonable attorneys fees, to which Landlord may now or hereafter become subject by reason of any claim for commission, fee or other compensation to any other broker or agent.

13. All capitalized terms in this Amendment not otherwise defined herein shall have the meaning set forth in the Lease. This Amendment may be signed in counterparts.

14. The individual signing below on behalf of the Tenant represents that he/she has the authority and power to bind the Tenant.

15. The submission by Landlord to Tenant of this Amendment shall have no binding force or effect, shall not constitute an option for the leasing of the Additional Premises or the Option Premises nor confer any rights or impose any obligations upon either party until the execution thereof by Landlord and the delivery of an executed original copy thereof to Tenant.

16. All of the recitals set forth above are hereby ratified and confirmed by Landlord and Tenant and incorporated herein by reference.

17. In the event any of the terms of this Amendment are inconsistent with the terms of the Lease the terms of this Amendment shall take precedence.

18. All of the terms, conditions and provisions of the Lease are incorporated herein by reference as fully as though set forth in this Amendment. All exhibits referred to in this Amendment, if any, are attached thereto and incorporated herein by reference.

19. Landlord and Tenant hereby ratify and confirm the Lease, which, except as specifically modified herein, shall remain in full force and effect unmodified. In this regard Landlord specifically covenants and confirms that: (i) Article 37 (Option to Renew) remains in full force and effect; and (ii) Article 38 (Additional Space) remains in full force and effect and is applicable to all space in the Building.

IN WITNESS WHEREOF, Landlord and Tenant have signed and delivered this Second Amendment to Lease the day and year first above written.

Landlord:		Tenant:
FV OFFICE PARTNERS II, L.P., a Delaware limited partnership		MOBILITY TECHNOLOGIES, INC., a Delaware corporation
By:	FVGP II, L.L.C., a Pennsylvania limited liability company, General Partner	By:	/s/ [ILLEGIBLE], CEO Authorized Signatory
By:	/s/ XXXXXX X. XXX Xxxxxx X. Xxx a Member

EXHIBIT "A"

PLAN OF ADDITIONAL PREMISES

EXHIBIT "B"

PLAN OF OPTION PREMISES

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