EXHIBIT 10.12


                               LEASE AMENDMENT # 2

THIS LEASE  AMENDMENT  #2,  dated  October 21, 2002,  is to that  certain  Lease
Agreement,  dated September 19, 2000 ("Lease"  herein),  by and between RCN 2000
LLX, a Colorado  limited  liability  company  ("Landlord"),  and  LinInc.Com,  a
Washington  corporation  ("Tenant"),  with  respect  to the  Premises  known and
described as approximately 4,589 rentable square feet (the "Premises"),  located
on the Third Floor in that certain four story office building  commonly known as
the Annex Building ("Building" herein) located at 2000 South Colorado Boulevard,
Denver,  Colorado  80222. As used herein,  the term "Effective  Date" shall mean
December 1, 2002. In the event of any conflict  between the terms and provisions
of the  printed  portion  of the Lease and the  terms  and  provisions  of Lease
Amendment  # 1, the terms  and  provisions  of this  Lease  Amendment  # 2 shall
control.

     1.   On the Effective Date, The Premises,  as described in Article 1 of the
     Lease,   is  modified  to  include  an   additional   area   consisting  of
     approximately 2,568 rentable square fee ("Additional  Premises") contiguous
     to the  existing  Premises on the  southwest  side as shown on the attached
     floor plan  attached  hereto and made a part  hereof as  Exhibit  "A".  The
     existing Premises, taken together with the Additional Premises, shall total
     approximately 8,053 rentable square feet.

     2.   On the Effective Date, the Base Rent, as described in Article 3 of the
     Lease, for all of the Premises, as modified, is amended as follows:

                    RENT PERIOD                                MONTHLY BASE RENT
                    -----------                                -----------------
     December 1, 2002 through November 30, 2003                   $13,086.13
     December 1, 2003 through November 30, 2004                   $13,253.19
     December 1, 2004 through November 30, 2005                   $13,421.67
     December 1, 2005 through November 30, 2006                   $13,589.44
     December 1, 2006 through November 30, 2007                   $13,757.21

          All such Base Rent and Additional  Rent, if any, is due and payable on
     the first day of every calendar month, in advance without demand,  however,
     rent  on  the  expansion  premises  shall  not be due  until  Landlord  has
     substantially completed the tenant work in the space.

     3.   As of the  Effective  Date,  "Tenant's Pro Rata Share" as described in
     Article 5. (A) (2) of the Lease is hereby modified to 13.35%.  Tenant shall
     be  granted  a new Base  Year  2002,  with  regard  to  Building  Operating
     expenses.  Tenant's  share  of  any  future  increase  in  annual  building
     operating  costs shall be capped at five percent  (5%) per year,  excluding
     any  future  increases  in the  costs  of  cleaning,  utilities,  insurance
     premiums, snow removal, and real estate taxes.

     4.   Tenant shall  increase  the amount of its security  deposit to be held
     throughout  the  new  lease  term  by  Landlord,  in  accordance  with  the
     provisions of Paragraph 3 of the Lease, from $8,200.00 to $13,086.13.

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     5.   Landlord,  at its sole cost and prior to the Lease  Commencement date,
     shall construct the Premises to a turn-key  finish,  in accordance with the
     space plan dated  October  10, 2002 from Tenant  Planning  Services,  which
     shall  include  full-height,  double  glass doors and two full height glass
     sidelights.  The foregoing  improvement  work shall be known as "Landlord's
     work".  Additional  work,  if any,  requested  by  Tenant  to the  scope of
     Landlord[`s   Work  that  results  in  additional  cost  in  preparing  the
     Additional  Premises for Tenant's use shall be at the sole cost and expense
     of Tenant.  Landlord and Tenant shall approve any such  additional work and
     the cost thereof prior to Commencing any such additional work. Tenant shall
     reimburse Landlord for any such additional approved work within thirty (30)
     days of Landlord's invoice to Tenant for the cost of such work.

     6.   Tenant's  parking  shall be in accordance  with the standard  building
     parking ratio of 3:1000 RSF throughout the term of the lease, including for
     the expansion premises. The monthly parking cost shall be $45.00 per month,
     per space,  throughout  the term of the  lease.  If  available,  Tenant may
     utilize,  on a month to  month  basis,  additional  parking  spaces  in the
     covered  structure at the same monthly cost of $45.00 per month, per space.
     Such additional month to month parking spaces may be recaptured by Landlord
     with thirty (30) days prior written notice to Tenant.

     7.   Tenant shall be granted a one time Right of First  Opportunity  on the
     contiguous Suite 300,  comprising  approximately 1,570 RSF of space. In the
     event that Landlord  receives a bona fide offer from a third party, or from
     another  existing  tenant in the building  interested in leasing Suite 300,
     Landlord  shall notify Tenant in writing of the  availability  of the space
     and tenant shall then have ten (10) business days within which to negotiate
     a separate business agreement with Landlord to lease the subject premises.

     8.   Tenant shall have a one time Right to Terminate the lease agreement at
     the end of the  thirty-sixth  (36) month of the new lease term, in the even
     that Landlord cannot accommodate  Tenant's need for additional office space
     anywhere else in the Building. Tenant shall provide Landlord with a t least
     one-hundred  and twenty (120) days prior  written  notice  before the third
     anniversary date of the lease term if Tenant needs additional office space.
     Landlord  shall then have  thirty (30) days  within  which to identify  the
     expansion  premises and negotiate with Tenant a separate business agreement
     to lease the subject  premises,  or Tenant may then notify  Landlord of its
     intention of terminate the lease on the third year anniversary date. In the
     event that Tenant does terminate the lease  agreement,  Tenant shall pay to
     Landlord a Termination  Penalty of  two-fifths  of  Landlord's  unamortized
     leasing costs, to include tenant finish work and leasing commissions,  plus
     three  months  base rent,  prior to the lease being  terminated.  The exact
     amount of the termination  penalty shall be provided to Tenant with 60 days
     of the effective date.

     9.   The Lease is modified to conform to the terms and  conditions  of this
     Lease Amendment #2 and except as herein modified is ratified and affirmed.

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     10.  Any notices sent to tenant shall be sent to the Premises,  with a copy
     to:

          David Stedman, CEO and President
          4700-42nd Avenue SW, Suite 430
          Seattle, WA 98116

     11.  Time is of the essence under this Agreement,  and all provision herein
     relating  thereto  shall be strictly  construed.  Unless waived by Landlord
     (which it shall have the right,  but not the  obligation,  to so do),  this
     Agreement is contingent upon execution and delivery by Tenant to Landlord's
     agent no later than Friday, October 25, 2002, 5:00p p.m., mountain standard
     time.

     IN WITNESS WHEREOF,  the parties hereto have caused this Lease Amendment #2
to be executed the day and year first written above.


LANDLORD                                    TENANT
RCN 2000 LLC,                               LionInc.com
A Colorado limited liability company        a Washington corporation



By:  _________________________________    By:  _________________________________


Printed Name:  _______________________    Printed Name:  _______________________


Title:  ______________________________    Title:  ______________________________

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