**SECOND
      AMENDMENT TO LEASE AGREEMENT**







THIS
      SECOND AMENDMENT TO LEASE AGREEMENT (the “Second Amendment”) is made and entered
      into by and between Bank of America, N.A. a national banking association (the
      “Landlord”) and Donald S. Robbins, an individual (the “Tenant”).


**WITNESSETH:**




WHEREAS,
      Landlord and Tenant entered into that certain Office Lease Agreement, dated
      as
      of November 20, 1998, further amended by that certain First Amendment to Lease
      Agreement, dated February 15, 2002, as same may be hereafter modified, extended
      renewed or amended (hereinafter collectively referred to as the “Lease”),
      wherein Landlord leased to Tenant approximately 999 rentable square feet (the
      “Premises”) located at North Tower, 500 North Shoreline, Suite 701, Corpus
      Christi, Texas, all as is more fully described in the Lease;




WHEREAS,
      Landlord and Tenant desire to amend the Lease as set forth below.




NOW,
      THEREFORE, in consideration of the mutual covenants set forth herein, Ten
      Dollars ($10.00) and other good and valuable consideration, the receipt and
      sufficiency of which are hereby confessed and acknowledged, Landlord and Tenant
      agree to amend, and do hereby amend, the Lease as follows:




1.  **Extension
      and Renewal** **.** The
      following paragraphs replace any inconsistent provisions in the Lease pertaining
      to Term, Rent or Renewal.




a.  Lease
      Term .
      The
      Lease is hereby extended for an additional term commencing June 1, 2005 through
      May 31, 2008 (the “Second Renewal Term”).




b.  Second
      Renewal Term Base Rent .
      For the
      period of June 1, 2005 through may 31, 2006 the base rent shall be $1,080.59
      per
      month; for the period of June 1, 2006 through May 31, 2007, the base rent shall
      be $1,113.01 per month; and for the period of June 1, 2007 through May 31,
      2007,
      the base rent shall be $1,146.40. Tenant shall be required to make quarterly
      rent payments in advance, with the first payment for the months of June, July,
      and August due as of June 1, 2005, or upon execution of this Second Amendment,
      whichever comes later.




c.  Late
      Payment .
      Should
      Tenant fail to make payment the by the tenth (10 th )
      of the
      month in which payment is due, a late payment notice letter will be sent to
      the
      Tenant within three days. Tenant will have a ten (10) day cure period in which
      to bring the account current. After that time, should the account remain in
      a
      delinquent status, the Tenant will receive a letter giving him notice to vacate
      the premises within thirty (30) days.




d.  Operating
      Expense Charges .
      Effective June 1, 2005, Articles 1.13, 2.2 and 2.3 of the Lease will be deleted
      and of no further force and effect.







e.  Expansion/Relocation .
      Tenant
      shall have the right to expand into additional adjacent space, should it become
      available, or to relocate to a larger space within the building.




f.  Tenant
      Improvements .
      Tenant
      shall accept the Leased Premises “as is”.




2.  **Miscellaneous** **.**




a.  Counterparts .
      This
      Second Amendment may be executed in multiple counterparts, and each counterpart
      when fully executed and delivered shall constitute an original instrument,
      and
      all such multiple counterparts shall constitute but one and the same
      instrument.




b.  Entire
      Agreement .
      This
      Second Amendment sets forth all covenants, agreements and understandings between
      Landlord and Tenant with respect to the subject matter hereof, and there are
      no
      other covenants, conditions or understandings, either written or oral, between
      the parties hereto except as set forth in this Second Amendment.




c.  Full
      Force and Effect .
      Except
      as expressly amended hereby, all other terms and provisions of the Lease remain
      unchanged and continue to be in full force and effect.




d.  Conflicts .
      The
      terms of this Second Amendment shall control over any conflicts between the
      terms of the Lease and the terms of this Second Amendment.




e.  Successors
      and Assigns .
      This
      Second Amendment shall be binding upon and inure to the benefit of the parties
      hereto and their respective successors and assigns.




f.  Compliance
      with Warranties, No Default .
      The
      representations and warranties set forth in the Lease as amended hereby shall
      be
      true and correct with the same effects as if made on the date of this Second
      Amendment, and no uncured default under the Lease has occurred or is continuing
      on the date of this Second Amendment.




EXECUTED
      AS OF THIS ____ day of ______________, 2005.










LANDLORD:        TENANT




BANK
      OF
      AMERICA, N.A.









BY:
      _______________________                                          _____________________________




Title:
      ______________________




Date:
      ______________________     Date:
      ________________________








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