SECOND
      AMENDMENT TO LEASE AGREEMENT








THIS
      SECOND LEASE AMENDMENT, is made and entered it this 7 th day of
      April, 2000 among BSRT Phoenix Business Park, LLC, as Landlord, and
      LightNetworks, Inc., a Georgia Corporation, as Tenant.





WITNESSETH





WHEREAS,
      Landlord and Tenant entered into a Lease Agreement (“Lease”) for the use and
      occupancy of the certain premises (the “Premises”) by Tenant located in Phoenix
      Business Park, 2700 N.E. Expressway, Building B, Suite B-900, Atlanta, GA 30345
      (the “Building”) dated January 13, 2000; and





WHEREAS,
      Landlord and tenant do hereby intend to amend and modify the Lease as herein
      set
      forth.





NOW
      THEREFORE, in consideration of the mutual covenants and conditions contained
      herein the received insufficiency which are hereby acknowledged, the parties
      hereto agree as follows:








1.
            Expansion


Effective
      May 1, 2000 Tenant will add to the Premises approximately 9,846 rentable square
      feet known as Suite B-400, Exhibit “A” attached. Effective June 15, 2000. Tenant
      will add to the Premises 7,776 rentable square feet known as Suite B-450,
      Exhibit “A” attached. For the purposes of this Lease, Tenant’s Premises shall be
      defined as 41,422 rentable square feet as of May 1, 2000, and 49,198 rentable
      square feet as of June 15, 2000.





2.
            Expansion
                Space Rent Schedule





Suite
      B-400





May
                1, 2000- Month 18 (as defined in the Lease)
            $6,974.25/monthMonth
                19- Month 30 (as defined in the Lease)
            $7183.48/monthMonth
                31- Month 42 (as defined in the Lease)
            $7398.98/monthMonth
                43- Month 54 (as defined in the Lease)
            $7620.95/monthMonth
                55- Month 66 (as defined in the Lease)
            $7849.58/month








Suite
      B-450





June
                15,2000-June 30, 2000 (as defined in the Lease)
            $2754.00/half
                monthJuly
                1, 2000- Month 18 (as defined in the Lease)
            $5508.00/monthMonth
                19- Month 30 (as defined in the Lease)
            $5673.24/monthMonth
                31- Month 42 (as defined in the Lease)
            $5843.44/monthMonth
                43- Month 54 (as defined in the Lease)
            $6018.74/monthMonth
                55- Month 66 (as defined in the Lease)
            $6199.30/month








3.
            Expansion
                Space Security Deposit





Upon
      the
      execution of this Second Amendment to Lease Agreement, Tenant shall pay to
      Landlord an amount of $12,482.25 which shall be added to and made a part of
      Tenant’s Security Deposit as defined in the Lease.





4.
            Expansion
                Space Premises





Lessor,
      at an expense not to exceed $6.00/SF ($105,732.00) (“Improvement Allowance”) and
      no later than September 30, 2000 shall complete improvements to the Premises
      per
      mutually agreed upon construction drawings. Said Improvement Allowance shall
      go
      toward the cost of Lessee’s improvements, architectural fees and a construction
      management fee equal to five percent (5%) of said costs. The Improvement
      Allowance may not be used to pay for non-construction items, such as rent,
      moving expenses, furniture or telecommunications equipment. Should the actual
      improvement costs exceed the Improvement Allowance, Lessee shall pay Lessor
      said
      excess amount within 30 days of the receipt of an invoice from Lessor for said
      amount.





Except
      as
      expressly amended or modified hereby, the terms and conditions of the First
      Amendment to Lease Agreement, as amended, shall be and remain in full force
      and
      effect and are hereby confirmed by Landlord and Tenant.








LESSOR:  BSRT
      Phoenix Business Park L.L.C.








By:  BSRT
      PORTFOLIO CORP., its managing member





By:
      /s/_____________________________________


Vice
      President





LESSEE:  LightNetworks,
      Inc.


By:
      Joseph Phillip


Title 
      Director - Network Deployment and Construction


Attest:_____________________________________








{CORPORATE
      SEAL}