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                                                                   EXHIBIT 10.51


                                 AMENDMENT NO. 2

                                       TO

                           COMMERCIAL LEASE AGREEMENT

                                 BY AND BETWEEN

                          IIS REALTY, LTD., AS LANDLORD

                                       AND

                  INSPIRE INSURANCE SOLUTIONS, INC., AS TENANT

This Amendment No. 2 to the Commercial Lease Agreement dated as of November 4,
1998 by and between IIS Realty Ltd., a Texas limited partnership, as Landlord
and INspire Insurance Solutions, Inc., as Tenant, as amended by Amendment No. 1
to Commercial Lease Agreement dated May 1, 1999 (the "Lease Agreement"), is
entered into as of the 1st day of November, 1999 by and between Landlord and
Tenant.

                              W I T N E S S E T H:

     WHEREAS, Tenant has heretofore leased from Landlord certain space located
on the first (1st), second (2nd), third (3rd) floors and a portion of the fourth
(4th) floor of that certain office building known as 300 Burnett Street, City of
Fort Worth, Tarrant County, Texas (hereinafter referred to as the "Building");

     WHEREAS, Tenant hereby desires to increase the amount of square footage
covered by the Lease;

     WHEREAS, such change will necessitate the amendment of the Lease Agreement.

     NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained and contained in the Lease Agreement, the parties do hereby agree and
amend such Lease Agreement as follows:

     1.   The demised premises shall be described as follows:

          The entire first (1st), second (2nd), third (3rd) and fourth (4th)
     floors of that certain building located at 300 Burnett Street, Fort Worth,
     Texas, comprising approximately 129,380 rentable square feet.

     2.   Paragraph (a), on Page one (1) of the Lease is deleted in its entirety
and the following substituted therefor:


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          (a) RENT: Tenant agrees to pay the Landlord, without offset or
     deduction, rent for the demised premises at the rate of (i) Eight Dollars
     ($8.00) per rentable square foot, totaling Eighty Six Thousand Two Hundred
     Fifty Three and 33/100 Dollars ($86,253.33) per month in advance effective
     November 1, 1999, for the remainder of the first five (5) years of the term
     and (ii) Nine and 00/100 Dollars ($9.00) per rentable square foot, totaling
     Ninety Seven Thousand Thirty Five and 00/100 Dollars ($97,035.00) per month
     in advance for the remaining five (5) years of the term. One such monthly
     installment shall be due and payable on or before the beginning date of
     this lease, and a like monthly installment shall be due and payable on or
     before the first day of each succeeding calendar month during the term
     hereof; provided that, in the event the term hereof shall commence or end
     during a calendar month, the rent for any fractional calendar month
     following the commencement or preceding the end of the term of this lease
     shall be pro rated by days.

          Tenant has deposited with Landlord, upon delivery of this Lease, One
     Hundred Twenty-eight Thousand Two Hundred Thirteen and 32/100 Dollars
     ($128,213.32) to be applied as follows:

     3. Save and except the foregoing amendments, all other paragraphs and
covenants of the Lease Agreement shall remain in full force and effect as
therein stated.

     EXECUTED to be effective the 1st day of December, 1999.

                                LANDLORD:

                                IIS Realty, Ltd., a Texas limited partnership

                                By:   Dunham  Solutions,  L.L.C.,  a Texas
                                      limited liability company


                                By:    /s/  F. GEORGE DUNHAM, III
                                       ----------------------------
                                Name:  F. George Dunham, III
                                Title: Managing Member


                                TENANT:

                                INSpire Insurance Solutions, Inc.


                                By:    /s/  WILLIAM J. SMITH, III
                                       ----------------------------
                                Name:  William J. Smith, III
                                Title: President




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