**Exhibit 10.2**

**SECONDAMENDMENT TO LEASE**

**ThisSecond Amendment to Lease**(“Amendment”), made and enteredinto as of the 10th date of May, 2007, by and between **Paragon Centre Holdings, LLC,**a Kentuckylimited liability company (“Landlord”) and **TexasRoadhouse Holdings LLC**, a Kentucky limited liability company (“Tenant”);

**WITNESSETHTHAT:**

**WHEREAS,**Landlord and Tenant entered into that certain Amended andRestated Lease dated January 1, 2006 (“Lease”), and a First Amendment to Leasedated December 27, 2006, for space in Two Paragon Centre as follows:

Suite 400 (16,023 square feet of rentable space);

Suite 100 (3,082 square feet of rentable space);

Suite 110 (2,416 square feet of rentable space);

Suite 120 (2,994 square feet of rentable space);

Suite 130, (2,313 square feet of rentable space);

Suite 140 (1,334 square feet of rentable space);

Suite 150 (3,317 square feet of rentable space);

Suite 200 (8,040 square feet of rentable space);

Suite 300 (4,334 square feet of rentable space);

Suite 305 (1,488 square feet of rentable space);

Suite 310 (1,405 square feet of rentable space);

Suite 315 (3,863 squarefeet of rentable space)

all located in TwoParagon Centre, 6040 Dutchmans Lane, Louisville, Kentucky, for a total of 50,609square feet of rentable space (“Premises”);

**WHEREAS,**Tenant now occupies all of the aforesaid Suites and desires to lease additionalspace known as Suite 320 in Two Paragon Centre; and

**WHEREAS**,Tenant has a Right of First Offer to lease additional suites in Two ParagonCentre, including Suite 320, and Tenant has notified Landlord of its intent tolease Suite 320; and

**WHEREAS,**Landlord and Tenant desire to amend certain other terms andconditions of the Lease and evidence their agreements and other matters bymeans of this Amendment;

**NOW,THEREFORE,** in consideration of the mutual covenants containedherein, and other good and valuable consideration, the receipt, adequacy andsufficiency of which are hereby acknowledged, the Lease is hereby amended andthe parties hereby agree as follows:

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1.                  Pursuant toExhibit C, paragraph 1 of the Lease, Landlord agrees to lease and Tenant agreesto accept in its “AS IS WHERE IS” condition, Suite 320 in Two Paragon Centredeemed to be 4,581 square feet of rentable space. Paragraph 2.1 of the Leaseshall be amended to include Suite 320 as a part of the Premises and the totalrentable square footage of the Premises shall be amended to 55,190 square feeteffective April 13, 2007. The term for Suite 320 shall run co-terminous withthe remainder of the Premises. Paragraph 2.2 of the Lease is hereby amended tostate that Tenant’s obligation to pay Base Rent and Tenant’s Prorata Share ofOperating Expenses for Suite 320 commences July 1, 2007.  Exhibit C, paragraph 1 will continue to be infull force and effect as it pertains to Suites 220 and 250 in Two ParagonCentre.

2.                  Landlord andTenant agree that the Base Rent for the Premises beginning July 1, 2007, willbe $18.7066 per rentable square foot. Section 3.1 of the Lease will be amendedas follows:
| Months of Term | ** ** | **Premises**                                                     | ** ** | **Base Rent   per Rentable   Square Foot**        | ** ** | **Total Base  Rent** | ** ** | **Base Rent  Monthly** | ** ** |
|--------------------------|------------|------------------------------------------------------------------|------------|----------------------------------------------------------------------------|------------|---------------------------|------------|-----------------------------|------------|
| 7/1/07- 12/31/15         |       | 400, 100, 110, 120,  130, 140, 150, 200, 300, 305, 310, 315, 320 |       | $18.7066                                                                   |       | $1,032,417.25             |       | $86,034.77                  |       |
|                     |       |                                                             |       |                                                                       |       |                      |       |                        |       |
| 1/1/16- 12/31/20         |       | 400, 100, 110, 120,  130, 140, 150, 200, 300, 305, 310, 315, 320 |       | 95% of Fair Market Rent  (as defined in Exhibit C,   Special Stipulations) |       |

 

3.                  All capitalizedterms used herein and not otherwise defined herein shall have the meaningsascribed to them in the Lease.

4.                  This Amendmentshall not be valid and binding on Landlord and Tenant unless and until it hasbeen completely executed by and delivered to both parties.

**EXCEPTAS** expressly amended and modified hereby, the Lease shallotherwise remain in full force and effect, the parties hereto hereby ratifyingand confirming the same, including but not limited to the Special Stipulationsdetailed in Exhibit C of the Lease. To the extent of any inconsistency betweenthe Lease and this Amendment, the terms of this Amendment shall control as tothe subject matter covered herein.

(signature page follows)

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**INWITNESS WHEREOF,**the undersigned parties have duly executedthis Amendment as of the date and year first above written.
| **LANDLORD:**                         | ** ** | **TENANT:**                          |   |
|---------------------------------------|------------|--------------------------------------|--------|
| **PARAGON  CENTRE**                   | ** ** | **TEXAS ROADHOUSE**                  |   |
| HOLDINGS, LLC                         | ** ** | **HOLDINGS LLC**                     |   |
| A Kentucky  limited liability company |       | A Kentucky limited liability company |   |
|                                  |       |                                 |   |

 
| By:    | /s/ David W. Nicklies      |   | By:                      | Texas Roadhouse, Inc., a Delaware             |
|--------|----------------------------|--------|--------------------------|-----------------------------------------------|
|   | David W. Nicklies, Manager |   | corporation, its Manager |
|   |                       |   |                     |                                          |
|   |                       |   |                     |                                          |
|   |                       |   | By:                      | /s/ G.J. Hart                                 |
|   |                       |   |                     | G.J. Hart, President,  Chief Executive Office |
|   |                       |   |                     |                                          |

 

 

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