FIRST
      AMENDMENT TO LEASE AGREEMENT





THIS
      FIRST LEASE AMENDMENT is made and entered into this 17 th day
      of February, 2000 among
      BSRT **Phoenix
      Business Park, L.L.C.,** 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
      February 15, 2000 Tenant will add to the Premises approximately 5198 rentable
      square feet known as Suite B-700, Exhibit “A” attached. For the purposes of this
      Lease, tenant’s Premises shall now be defined as 31,576 rentable square
      feet.






2.
            Expansion
                Space Lease Term






The
      Lease
      Term for the expansion space shall commence February 15, 2000 and expire at
      the
      same time as the main space, Suite B-900 expires, at the end of the sixty sixth
      (66 th )
      month
      of the Lease term as described and defined in the Lease.









3.
            Expansion
                Space Rent Schedule




February
                15, 2000- February 29, 2000
            $1,786.81/half
                monthMarch
                1, 2000- Month 18 (as defined in the Lease)
            $3,573.63/monthMonth
                19- Month 30 (as defined in the Lease)
            $3,681.92/monthMonth
                31- Month 42 (as defined in the Lease)
            $3,790.21/monthMonth
                43- Month 54 (as defined in the Lease)
            $3,902.83/monthMonth
                55- Month 66 (as defined in the Lease)
            $4,024.12/month




4.
            Expansion
                Space Security Deposit





Upon
      the
      execution of this First Amendment to Lease Agreement, Tenant shall pay to
      Landlord an amount of $3,573.63 which shall be added to and made a part of
      Tenant’s Security Deposit as defined in the Lease.





5.
            Expansion
                Space Premises





Lessor,
      at an expense not to exceed $15.00/SF ($77,790.00) (“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. Notwithstanding Lessor at Lessor’s expense, and at an expense not to be
      part of the Improvement Allowance shall replace all HVAC units.





6.
            Expansion
                Space Irrevocable Letter of
                Credit





As
      part
      of the First Amendment to Lease Agreement, Lessee shall provide Lessor an
      Irrevocable Letter of Credit (“L.C.”), which is assignable, acceptable to Lessor
      in the amount of $40,000.00 (forty thousand dollars and no cents) within thirty
      (30) days of the execution of this Amendment. Provided Lessee is not in default
      of the Lease, the L.C. will be reduced to $20,000.00 (twenty thousand dollars
      and no cents) at the end of the 36 th month of
      the Lease term and reduced to 0.00 at the end of the 48 th month of
      the Lease term. A copy of the L.C. is to be attached to and made part of this
      Amendment as Exhibit “B”.





Exhibit
      “B”





L.C.
      (to
      be attached)





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.





The
      terms
      and conditions of this First Amendment shall inure to the benefit of, and be
      binding upon, the successors, assigns and legal representative of the parties
      hereto.





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








By:  BSRT
      PORTFOLIO CORP., its managing member





By:
      /s/________________________________________


Vice
      President





LESSEE:  LightNetworks,
      Inc.


By:
      Joseph Phillips


Title  
      Leasing Administrator


Attest:_________________________________________








{CORPORATE
      SEAL}