Exhibit 10.38

                THIRD AMENDMENT AND EXTENSION OF LEASE AGREEMENT
                ------------------------------------------------

      THIS THIRD  AMENDMENT ND EXTENSION  OF LEASE  AGREEMENT,  made and entered
into  this  28th day of  January,  2004,  by and  between  CB  Partners  Limited
Partnership,   an  Ohio  limited  partnership   (hereinafter   referred  to  as,
"Landlord") and KarlNet,  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 entered into a Second Amendment and Extension
of Lease  Agreement dated September 22, 2003, to modify the lease to include the
use of Suite 150 for a limited time; and

      WHEREAS,  now Tenant wishes to Lease Suite 150 consisting of approximately
2,564  rentable  square feet for a two year period and use a  proportion  of the
Tenant Improvement Allowance allocated for Suite 100 to renovate Suite 150; 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 Metro Center I, 525 Metro Place
            North, consisting of 2,564 rentable square feet

      2.    The term of  lease  for the for  Suite  150  shall be two (2)  years
            commencing February 1, 2004 and terminating on January 31, 2006

      3.    Tenant shall accept the space in an "as is" condition.

      4.    Base rent for Suite 150 shall be as follows:

    ----------------------------------------------------------------------------
                  From                   To                Amount/Month
    ----------------------------------------------------------------------------
            February 1, 2004      January 31, 2005           $2,564.00
    ----------------------------------------------------------------------------
            February 1, 2005      January 31, 2006           $2,670.83
    ----------------------------------------------------------------------------

      5.    Tenant shall be permitted to use a portion of the Tenant Improvement
            Allowance as described  in  Paragraph 3 of the First  Amendment  and
            Extension  of Lease  Agreement  dated  November  14, 2002 for use in
            Suite 150.  This portion may not exceed  seven  thousand six hundred
            ninety two dollars  ($7,692.00)  or three months base rent for Suite
            150. Tenant agrees to abide by Section 10 of the Lease.

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

<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/ Andrea D. Houser                       By: /s/ Douglas Karl
--------------------                           ----------------
Andrea D. Houser                           Douglas Karl, President


/s/ Kyle Crager
---------------
Kyle Crager