FIRST AMENDMENT TO

                              OFFICE BUILDING LEASE

      This First Amendment to Office Building Lease (this "Amendment") is made
and entered into by and between MediQuik Services, Inc., a Delaware corporation
("Tenant") and 4295/4299 San Felipe Associates, LP, a California limited
partnership ("Landlord") upon the following terms and conditions:

      WHEREAS, Tenant and Landlord entered into the Office Building Lease dated
September 7, 2000 (the "Lease"), relating to the lease by Tenant of Suite 300,
stipulated under the Lease to consist of 10,500 square feet of net rental area
(but later determined to consist of 10,781 square feet), of the building located
at 4299 San Felipe, Houston, Harris County Texas (the "Original Premises"); and

      WHEREAS, Tenant and Landlord now desire to amend the Lease as set forth
below.

      NOW THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) paid by Tenant to Landlord and the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and adequacy of which considerations are hereby expressly acknowledged,
Landlord and Tenant agree as follows:

      1.    The Original Premises is reduced to approximately 5,092 square feet
            of net rentable area (the "Net Premises"), as shown on the attached
            Exhibit A (and is deemed for the purpose of the Lease to contain
            5,092 square feet of net rentable area). The suite number of the New
            Premises will remain suite number 300. The New Premises is 47% of
            the Original Premises.

      2.    The approximately 5,689 square feet of remaining net rentable area
            (the "Relinquished Premises"), as also shown on Exhibit A, will be
            known as suite number 350. The Relinquished Premises is 53% of the
            Original Premises.

      3.    Landlord will construct (i) separate entry and exit doors to the New
            Premises and (ii) the common area corridor and demising wall shown
            on Exhibit A to separate the New Premises from the Relinquished
            Premises prior to the commencement date of any other new lease of
            space on the floor. At such time, Landlord will also add to or
            modify the heating and air conditioning systems servicing the New
            Premises so that they function properly, as determined by the
            Landlord in its reasonable judgement.

      4.    Until the entry and exit doors, corridor and demising wall(s) are
            constructed, Tenant will (i) occupy the New Premises and will vacate
            the Relinquished Premises as soon as possible after the date of this
            Amendment, but in no event later than October 31, 2001, (ii) use the
            New Premises without the corridor and demising wall(s) separating it
            from the Relinquished Premises, and (iii) not use the Relinquished
            Premises without Landlord's prior written consent, which may be
            granted or withheld in Landlord's sole and absolute discretion.
<PAGE>

      5.    Tenant will occupy the New Premises in its "AS IS" condition,
            subject to the requirements of Sections 3 and 4.

      6.    Tenant agrees that any additional improvements by Tenant to the New
            Premises are subject to Landlord's approval, to be granted or
            withheld in Landlord's sole and absolute discretion, and shall be
            paid for entirely by Tenant.

      7.    Tenants' annual rent rate from October 1, 2001 through October 31,
            2001 will be $17.00 per square foot, and Tenant's monthly base rent
            will be $7,213.67. Tenant's annual rent rate from November 1, 2001
            through October 31, 2002 will be $17.46 per square foot, and
            Tenant's monthly base rent will be $7,409.88. Base rent beginning
            November 1, 2002 through the end of the lease term will continue to
            be adjusted pursuant to Articles 2.g. and 5.2a. of the Lease.

      8.    Tenant will continue to pay operating expense pass-through charges
            in accordance with Section 5.3 of the Lease; provided, that
            effective November 1, 2001, Tenant's proportionate share of such
            expenses will decrease from 11.8% to 5.7%, to reflect the
            proportionate decrease in the space occupied by tenant (5,092 square
            feet/89,282 square feet = 5.7%).

      9.    Article 2.m. of the Lease is hereby modified to reduce Tenant's
            parking rights from 30 to 14 spaces (47% x 30).

      10.   Tenant must pay Landlord the following expenses associated with
            permitting Tenant to move to the New Premises (the "Obligation"):

            a.    Landlord's Construction Costs (defined in Section 11) for the
                  Section 3 modifications.

            b.    The MediQuik Lease Profit, as defined on Exhibit B.1 attached
                  hereto and made a part hereof for all purposes. A hypothetical
                  example of the calculation of Landlord's Bargained for
                  MediQuik Lease Profit is set forth on Exhibit B.2.

            c.    Landlord's attorney fees.

      All of such payments will be made in accordance with Section 13 of this
      Amendment.

      The MediQuik Lease Profit will be determined at the time a lease for the
      Relinquished Premise is entered into by Landlord according to Exhibit B.1.
      and added to the Obligation. Landlord's Construction Costs and Landlord's
      attorney fees will be determined as incurred. Landlord will provide Tenant
      a monthly accounting and copies of paid invoices for the items comprising
      the Obligation.
<PAGE>

      Landlord, in its sole discretion, will determine (i) the amount of rent to
      be charged on the Relinquished Premises, (ii) all other terms of the lease
      for the Relinquished Premises, and (iii) the amounts to be paid by
      Landlord for tenant improvement costs and leasing commissions relating to
      the Relinquished Premises; provided, however, that Landlord will not
      intentionally act in bad faith in making such determinations.

11.   Landlord's Construction Costs are all costs related to the construction of
      the New Premises, the Relinquished Premises and the tenant finish for the
      Relinquished Premises, including, but not limited to, actual architectural
      and engineering costs, construction costs, a construction management fee
      not to exceed 5% of architectural, engineering and construction costs, and
      all applicable sales and related taxes payable in connection with such
      costs (collectively, "Landlord's Construction Costs").

12.   The Obligation is payable by Tenant to Landlord as follows:

      a.    Promises to Pay: For value received, Tenant promises to pay to
            Landlord, at the address to which Tenant pays rent under the Lease,
            a principal sum equal to the Obligation, in legal and lawful money
            of the Untied States of America, with interest on the outstanding
            principal from the date the Obligation is incurred, until paid, at
            the rates set out below. Interest will be computed on a per annum
            basis of a year of 360 days and for the actual number of days
            elapsed, unless such calculation would result in a rate greater than
            the highest rate permitted by applicable law, in which case interest
            shall be computed on a per annum basis of a year of 365 days or 366
            days in a leap year, as the case may be.

      b.    Term of Obligation: Tenant will have 36 months to pay the
            Obligation, commencing October 1, 2001, and ending September 30,
            2004 (the "Maturity Date").

      c.    Payment Terms: Beginning May 1, 2002, Tenant will make monthly
            payments of interests on the Obligation, in arrears, as set forth in
            subsection d below. Beginning on October 1, 2002 and thereafter
            throughout the term of the Obligation, Tenant will make monthly
            payments of principal and interest on the Obligation, in areas as
            set forth in subsection d below. On the Maturity Date, any amount
            remaining outstanding on the Obligation will be immediately due and
            payable. Payments are due on the first day of each month, and are
            late if not received by the fifth day of each month.

      d.    Interest Rate and Principal Payments: The Obligation shall accrue
            interest (payable in full monthly beginning May 1, 2002) and
            required principal payments (payable in full monthly beginning
            October 1, 2002) as set forth below:
<PAGE>

                      Annual              Monthly              Monthly
Period Months         Interest Rate       Interest Rate        Principal Payment
-------------         -------------       -------------        -----------------

1-12                   6.0%                .50%                       -0-
13-17                  9.0%                .75%                $  500.00
18-24                 12.0%               1.00%                $  750.00
25-30                 15.0%               1.25%                $1,000.00
31-36                 18.0%               1.50%                $1,250.00

(Period Month 1 = October 1, 2001)

      e.    Interest Calculation: Interest will accrue on the Obligation
            beginning on October 1, 2001. The total of all interest that accrues
            from October 1, 2001 through April l, 2002 will be added to and
            shall become a part of the Obligation. Interest is calculated on the
            unpaid Obligation to the date each payment is received, and the
            payment made credited first to the discharge of the interest accrued
            and the balance to the reduction of principal. Interest will be
            charged for the actual number of days elapsed utilizing the interest
            rate in effect as applied to the actual amount of the Obligation.

      f.    Default Rate: The Obligation will bear interest from the date of
            default until paid at the lesser of (a) eighteen percent (18%) per
            annum, or (b) the maximum lawful rate.

      g.    Late Charge: Landlord may assess Tenant a "Late Charge" on any
            payment due under the Obligation which is not received within five
            (5) days of the date due in an amount equal to 10% of the amount
            which is late or $500.00, whichever is greater. Acceptance of a late
            payment by Landlord will not waive Tenant's liability for a Late
            Charge. Late Charges may be assessed at any time during the term of
            the Obligation. Failure to assess Late Charges against any one late
            payment will not waive Landlord's right to assess it as to any other
            late payment. Landlord retains the right to assess all Late Charges
            on the Maturity Date.

      h.    Prepayment Allowed: Upon ten (10) days prior written notice to
            Landlord Tenant reserves the right to prepay, prior to the Maturity
            Date, all or any part of the Obligation. Any prepayments shall be
            applied first to accrued interest and then to principal. Tenant will
            provide written notice to Landlord of any such prepayment of all or
            any part of the principal at the time thereof. All payments and
            prepayments of principal or interest on the Obligation shall be made
            in lawful money of the United States of America in immediately
            available funds, at the address of Landlord indicated above, or such
            other place as Landlord designates in writing to Tenant. All partial
            prepayments of the Obligation shall be applied to the last
            installments payable in their inverse order of maturity.
<PAGE>

      i.    Default: It is expressly provided that upon default in the punctual
            payment of the Obligation or any part hereof, principal or interest,
            as the same shall become due and payable, or upon the occurrence of
            an event of default specified in the Lease, Landlord may, at its
            option, without further notice or demand, (i) declare the
            outstanding principal balance of and accrued but unpaid interest on
            the Obligation at once due and payable, (ii) refuse to expend any
            additional amounts under the Obligation, (iii) pursue any and all
            other rights, remedies and recourses available to Landlord,
            including but not limited to any such rights, remedies or recourses
            under the Lease at law or in equity, or (iv) pursue any combination
            of the foregoing; and in the event default is made in the prompt
            payment of the Obligation when due or declared due, and the same is
            placed in the hands of an attorney for collection, or suit is
            brought on same, or the same is collected through probate,
            bankruptcy or other judicial proceedings, then the Tenant agrees and
            promises to pay all costs of collection, including reasonable
            attorney's fees.

      j.    Waiver: Tenant expressly waives presentment and demand for payment,
            notice of default, notice of intent to accelerate maturity, notice
            of acceleration of maturity, notice of protest, notice of dishonor,
            and all other notices and demands for which waiver is not prohibited
            by law, and diligence in the collection thereof. No delay or
            omission of Landlord in exercising any right hereunder shall be a
            waiver of such right or any other right under the Obligation.

      k.    No Usury Intended, Usury Savings Clause: In no event shall interest
            contracted for, charged or received hereunder, plus any other
            charges in connection herewith which constitutes interest, exceed
            the maximum interest permitted by applicable law. Any amounts of
            such interest or other charges previously paid to Landlord
            determined to be in excess of the amounts permitted by applicable
            law shall be applied by Landlord to reduce the Obligation or, at the
            option of Landlord, be refunded. To the extent permitted by
            applicable law, determination of the legal maximum amount of
            interest shall at all times be made by amortizing, prorating,
            allocating and spreading in equal parts during the period of the
            full stated term of the Obligation, all interest at any time
            contracted for, charged or received from Tenant hereof in connection
            with the Obligation, so that the actual rate of interest on account
            of such Obligation is uniform through the term hereof.

      l.    Survival: The terms of the Obligation will survive the termination
            of the Lease.

13.   Concurrently herewith, Tenant will issue and deliver to Landlord 35,000
      restricted shares of common stock of MediQuik Services, Inc.

14.   For the period beginning October 1, 2001 and continuing through October
      31, 2005, Tenant shall remain liable for payment to the Landlord of
      Project Operating Cost payments on the Relinquished Premises less Project
      Operating Cost payments on the Relinquished Premises which future tenants
      of such space become obligated to pay Landlord. Calculation of Project
      Operating Cost Payments payable by Tenant and the procedures for payment
      of Project Operating Costs Payments shall be in accordance with

<PAGE>

      Section 2.0 and 5.3 of the Lease, and the term Project Operating Costs
      shall have the meaning given such term in the Lease.

15.   Landlord may at any time and without prior notice to Tenant, remove
      Tenant's sign located on the central panel of the building monument sign
      located at the northwest corner of 4295 San Felipe, Houston, Harris
      County, Texas. If Landlord removes such sign, provided Tenant is not in
      default under the Lease, Landlord, at Tenant's expense, will promptly
      install a sign strip bearing Tenant's name on the project monument sign
      panel used for tenants occupying space in the building located at 4299 San
      Felipe, Houston, Harris County, Texas.

16.   Landlord has the option, in Landlord's sole and absolute discretion, to
      terminate the Lease at any time on sixty (60) days prior written notice to
      Tenant.

17.   Except as set forth above, the Lease remains unchanged and in full force
      and effect, and the terms and conditions of the Lease are hereby ratified
      and affirmed by Tenant and Landlord as so ratified and affirmed are hereby
      republished and incorporated herein by this reference thereto. Capitalized
      terms used herein but not defined shall have the meaning given to them in
      the Lease.

18.   In the event any of the terms of this Amendment conflict which the terms
      of the Lease, the terms of this Amendment will control.

19.   This Amendment may be executed in counterparts, each of which when taken
      together shall be deemed an original, but all of which shall be deemed for
      all purposes one and the same instrument. Counterpart signatures may be
      transmitted by facsimile and this Amendment shall be binding upon
      transmission of all signed counterparts to each party.

Executed the 26th day of October to be effective as of the 1st day of October,
2001.

                                          Tenant

                                          MediQuik Services, Inc.
                                          A Texas corporation

                                          By:       /s/ Robert Teague
                                          Name:     Robert Teague
                                          Title:    CEO


                                          Landlord:

                                          4295/4299 San Felipe Associates, LP,
                                          a California limited partnership

                                          By:  Morrison Karsten Group,
                                               a California corporation
                                               its General Partner

                                               By:     /s/ Steve Morrison
                                               Name:   Steve Morrison
                                               Title:  President