Second Amendment To Lease Agreement

SECOND AMENDMENT TO LEASE AGREEMENT


This Second Amendment to Lease Agreement (this "AMENDMENT") is made as of March 29, 2000 by and between W9/LWS II REAL ESTATE LIMITED PARTNERSHIP ("LANDLORD"), and 2-INFINITY.COM, INC., a Texas corporation ("TENANT").


RECITALS


A. Landlord and Tenant entered into that certain Office Space Lease Agreement dated June 16, 1999, as amended by that certain First Amendment to lease dated September 27, 1999 (collectively, the "LEASE"), pursuant to which Landlord leases to Tenant approximately 5,998 rentable square feet of space (the "ORIGINAL PREMISES") in the building known as Loop Central Three located at 4828 Loop Central Drive, Houston, Texas (the "BUILDING"). All capitalized terms used herein shall have the meanings given them in the Lease, unless otherwise defined herein.


B. The term of the Lease (the "Term") expires on October 31, 2002. Landlord and Tenant have agreed to extend the Term and expand the Premises, and wish to confirm their agreements regarding such extension and expansion.


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


1. EXTENSION. The Term is hereby extended for a period of sixty-(60) months, commencing on November 1, 2002 ("RENEWAL COMMENCEMENT DATE") and ending on October 31, 2007, which date shall be the new Termination Date.


2. EXPANSION SPACE. Effective as of the Expansion Space Commencement Date (as defined below), the Premises shall be expanded to include that certain space, known as suites 100, 110 and 120, containing approximately 6,745 rentable square feet, as depicted on EXHIBIT A attached hereto and made a part hereof (the "EXPANSION SPACE"). The Original Premises as expanded by the Expansion Space shall hereinafter be referred to as the "Premises." As of the Expansion Space Commencement Date, the Rentable Area of Premises shall be increased to 12,743. As used herein, the "EXPANSION SPACE COMMENCEMENT DATE" shall mean the earlier to occur of (i) the date on which Tenant commences occupancy of the Expansion Space and (ii) May 1, 2000. Promptly following Tenant's receipt of a written notice ("COMMENCEMENT NOTICE") from Landlord setting forth the Expansion Space Commencement Date, Tenant shall acknowledge said date by countersigning the Commencement Notice and returning it to Landlord. Notwithstanding the foregoing, neither Landlord's failure to deliver a Commencement Notice nor Tenant's failure to countersign same shall affect Landlord's determination of the Expansion Space Commencement Date.


3. BASE RENTAL. Until the expiration of the current Term, Tenant shall pay Monthly Base Rent with respect to the Original Premises as originally provided in the Lease. Effective as of the Renewal Commencement Date, Monthly Base Rent with respect to the Original Premises shall be payable in the following amounts during the periods indicated:


PERIOD ANNUAL BASE RENT PER MONTHLY BASE
SQUARE FOOT RENT
------ -------------------- ------------ November 1, 2002 to October 31, 2004 $18.50 $ 9,237.67


November 1, 2004 to October 31, 2005 $19.50 $ 9,737.00


November 1, 2005 to October 31, 2006 $20.50 $10,236.33


November 1, 2006 to October 31, 2007 $21.50 $10,735.67


Effective as of the Expansion Space Commencement Date, Monthly Base Rent with respect to the Expansion Space shall be payable in the following amounts during the periods indicated:


PERIOD ANNUAL BASE RENT PER MONTHLY BASE
SQUARE FOOT RENT
------ -------------------- ------------ Expansion Space Commencement Date to October 31, 2000 $17.25 $ 9,695.94


November 1, 2000 to October 31, 2001 $17.50 $ 9,836.46


November 1, 2001 to October 31, 2002 $17.75 $ 9,976.98


November 1, 2002 to October 31 ...