Exhibit 10.37

                SECOND AMENDMENT AND EXTENSION OF LEASE AGREEMENT
                -------------------------------------------------

      THIS SECOND AMENDMENT ENSION OF LEASE AGREEMENT, made and entered into
this 22nd day of September, 2003, by and between CB Partners Limited
Partnership, an Ohio limited partnership (hereinafter referred to as "Landlord")
and KarINet, Inc., an Ohio corporation (hereinafter referred to as "Tenant").

      WHEREAS, a Lease dated January 30, 2001 (hereinafter referred to as
"Lease") was entered into between Landlord and Tenant in which Tenant leased
approximately 6,376 square feet of the space from Landlord identified as Suite
100 (the "Premises") on the first floor of a certain premises in the Building
known as 525 Metro Place North, Dublin, Ohio, 43017.

      WHEREAS, Landlord and Tenant entered into a First Amendment and Extension
of Lease Agreement dated November 14, 2002, extending the term of lease to
January 31, 2008; and

      WHEREAS, Landlord and Tenant now wish to modify the lease to include the
use of Suite 150 for a limited time; and

      NOW THEREFORE,  in  consideration of the mutual  covenants,  condition and
agreements hereinafter contained, Landlord and Tenant hereby agree as follows:

      1.    Tenant agrees to lease Suite 150 in  MetroCenter  I, 525 Metro Place
            North, consisting of 2,564 rentable square feet on a temporary basis
            (hereinafter 'Temporary Unit".

      2.    The term of lease for the  Temporary  Unit shall be for three months
            commencing  October 1, 2003.  At any time  Landlord has the right to
            terminate  Tenant's  right to occupy  Suite150  after giving  Tenant
            thirty (30) days notice to vacate.  After December 31, 2003,  Tenant
            will have the right to terminate  its right to occupy the  Temporary
            Unit by giving thirty (30)' days prior written notice to Landlord.

      3.    Base rent for the Temporary unit shall be as follows:

--------------------------------------------------------------------------------
              From                     To                   Amount/Month
--------------------------------------------------------------------------------
        October 1, 2003         December31, 2003               $1,750.00
--------------------------------------------------------------------------------
        January 1, 2004          March 31, 2004                $2,100.00
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         April 1, 2004            June 30, 2004                $2,450.00
--------------------------------------------------------------------------------
          July 1, 2004         September 30, 2004              $3,000.00
--------------------------------------------------------------------------------
        October 1, 2004         January 31, 2008           $17.50/SF/Year
--------------------------------------------------------------------------------

      4.    Tenant  agrees to take the space in "as is"  condition.  Tenant also
            agrees that it will return the space in the same condition as it was
            turned  over  to  Tenant  upon  occupancy.  Any  damage  done to the
            Temporary Unit during Tenant's occupancy is Tenant's  responsibility
            to repair at Tenant's  cost.  If Landlord has to repair or clean the
            space  after  Tenant  vacates,   Tenant  agrees  to  pay  all  costs
            associated with said repair and/or cleaning.

      5.    Tenant agrees to allow Landlord and  Landlord's  real estate brokers
            access  to the  Temporary  Unit  from time to time to show it to any
            prospective  tenants.  Landlord  agrees  to call in  advance  of any
            showing  to notify  Tenant.  In  addition  Landlord  agrees to use a
            reasonable effort to minimize any disruption to Tenant.

<PAGE>

      6.    SATELLITE AND  COMMUNICATION  EQUIPMENT:  Notwithstanding  any other
            provision of this Lease, but in all events subject to the provisions
            of Section10  hereof and the other terms and conditions  hereinafter
            set forth, Tenant, at Tenant's sole cost and expense, shall have the
            right during the term of this Lease to install,  operate,  maintain,
            repair,.  replace and remove,  or cause to be  installed,  operated,
            maintained,  repaired,  replaced  and  removed,   telecommunications
            equipment,  including without limitation,  cabling, wiring, antennae
            and other related  equipment  (the  "Telecommunications  Equipment")
            within the Premises  and other  interior  portions of the  Building,
            including the shafts, risers,  raceways,  service areas, and utility
            connections  and on the roof thereof.  The location and placement of
            the  Telecommunications  Equipment  shall be (1) in accordance  with
            plans and specifications  therefore approved by Landlord at Tenant's
            cost and  expense  and  (ii)  performed  under  the  supervision  of
            Landlord's  contractors  or building  manager if Landlord deems such
            supervision necessary;  provided,  however, any such installation by
            or for  Tenant  shall be  undertaken  in such a manner  as- to leave
            adequate  space in the  Building  and-on-the  roof  thereof  for the
            telecommunication  needs  of  Landlord  and  other  tenants  of  the
            Building  When  installed   and----during  the  operation   thereof,
            the-Telecommunications  Equipment  shall be maintained by the Tenant
            in good  condition  and  repair  and shall  not at any time  affect,
            impede,  disrupt or  interrupt  the  operation  of any  equipment of
            Landlord or any other tenant of the Building or the  Development  or
            the use by Landlord or any tenant of the Building or the Development
            of any part thereof except as expressly  permitted by Landlord.  Any
            installation of the Telecommunications  Equipment on the roof of the
            Building  shall be undertaken  in a manner which  preserves and does
            not violate any roof  warranty  held by Landlord  and, if necessary,
            shall be performed  at the  direction  or under the  supervision  of
            Landlord's  roof  installer.  In no event shall service,  repairs or
            replacements  be  performed  on  any  Telecommunications   Equipment
            located  outside of the  Premises  without  notice to  Landlord  and
            supervision  by  Landlord's  contractors,  building  manager or roof
            installer,  as appropriate.  Tenant shall reimburse Landlord for any
            costs incurred by Landlord in reviewing  and/or  approving  Tenant's
            plans and  Specifications for the  Telecommunications  Equipment and
            for any costs of supervisory personnel.

            Tenant  acknowledges that the provisions of Section 13 of this Lease
            shall be applicable to the Telecommunications Equipment and Tenant's
            use  thereof.   In  addition,   if  Tenant  fails  to  maintain  the
            Telecommunication  Equipment  or by virtue of Tenant's  use thereof,
            the  provisions of this Section or any other  applicable  section of
            this Lease are  violated,  Landlord  shall have the right to correct
            immediately  and  without  notice to Tenant  any such  violation  at
            Tenant's sole cost and expense.  Such corrective action may include,
            but shall not be limited to, the  disconnection or removal of all or
            any portion of the Telecommunications Equipment.

            Upon the  expiration or earlier  termination  of this tease,  Tenant
            shall  remove such of the  Telecommunications  Equipment as Landlord
            directs  and  repair  any damage to the  Premises  and the  Building
            caused thereby. Such removal obligation shall include the removal of
            all cabling, wiring and similar installations.

      7.    Except as expressly  set forth herein the lease shall  Continue upon
            the same terms and conditions as contained therein.

      IN WITNESS WHEREOF, the undersigned have set their hands as of the day and
year first written above.

<PAGE>

WITNESS:                                   LANDLORD: CB PARTNERS LIMITED
                                           PARTNERSHIP
                                           By: CABRO, INC., an Ohio corporation,
                                           general partner


/s/ Kelly J. Matsko                        By: /s/ James A. Carney
-------------------                            -------------------
                                           James A. Carney, President

WITNESS:                                   TENANT: KARLNET, INC.


/s/ James C. Longtine                      By: /s/ Douglas Karl
---------------------                          ----------------
James C. Longtine                          Douglas Karl, President


/s/ Kevin Harris
----------------
Kevin Harris