EXHIBIT 4.7

AMENDMENT NO. 2 TO LEASE

THIS
AGREEMENT made this 9th day of October 2002, by and between
MILLER-VALENTINE PARTNERS, as Lessor and AREL ACQUISITIONS, INC. successor by
Assignment to W2COM, LLC., as Lessee located at 3500 Park Center Drive, Suite
100, Dayton, Ohio 45414.

W I T N E S S E T H:

WHEREAS,
Lessor and Lessee entered into a Lease dated November 5, 1998, as amended
September 16, 1999, as assigned on August 8, 2000, and

WHEREAS,
the Lessor and Lessee desire to amend the Lease of approximately 21,729
rentable square feet to reduce the size of the Leased Premise, revise the Term,
revise the Rent, revise the Security Deposit, delete the Option to Renew,
delete the Right of First Notification, and delete the Right to Purchase.

NOW
THEREFORE, the Lease is amended as follows:

1.          Effective
August 1, 2002, this Lease shall be amended to reduce the Leased Premises by
19,729 square feet for a revised total of approximately 2,000 rentable square
feet of Leased Premises at 3500 Park Center Drive, Suite 100, Dayton, Ohio
45414, as shown on the Floor Plan attached hereto as Exhibit A.

Lessee
warrants that Lessee has accepted and is now in possession of the revised
Leased Premises, as shown on the Floor Plan attached hereto as Exhibit A, and
that the Lease is valid and presently in full force and effect.  The Lessee shall accept the Leased Premises
in its present as is condition.

2.          ARTICLE
1. TERM. shall be revised as follows:

Lessee
and Lessor hereby agree that effective August 1, 2002 the term of this Lease
shall become month-to-month.

Either
the Lessor or the Lessee may terminate the Lease effective at the end of any
calendar month by giving written notice to the other party at least ninety (90)
days in advance of the termination date.

3.          ARTICLE
3. RENT. Section 1. shall be revised as follows:

Effective
August 1, 2002, Rent will be due and payble monthly on the first day of each
month without demand in the amount of $2,000.00. Provided however, a payment in
the amount of $140,000.00 ($138,000.00 for the right to downsize and $2,000.00
rent for the month of August, 2002) shall accompany the return of the signed
Lease.  Checks should be made payable to
Miller-Valentine Partners and sent to Miller-Valentine Partners, Post Office
Box 744, Dayton, Ohio 45401-0744, ATTN: ACCOUNTS RECEIVABLE.  Lessor and Lessee agree that if Lessor does
not receive any installment of rent accruing hereunder and/or any other sum
payable hereunder on or before ten (10) days after the date the payment is due,
Lessee shall pay to Lessor, as additional rent, a late charge equal to ten
percent (10%) of the overdue amount.

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|Signed and
  acknowledged | LESSOR: | MILLIER-VALENTINE
  PARTNERS       
|------------------------- | ------- | -----------------------------------
|in the
  presence of:     |         | an Ohio
  general partnership      
|                          | By:     | MV Partners
  Mgmt LLC             
|                          |         | an Ohio
  limited liability company
|                          | Its:    | General
  Partner                  
|                          |        
|/S/  ANTHONY L. WHONN     | By:     | /S/ VERNON
  H. OAKLEY             
|Anthony L.
  WHONN        | Title:  | General
  Partner                  
|                          |        
|/S/  MICHELLE ATKINSON    |        
|Michelle
  Atkinson       |        
|                          |        
|                          | LESSEE: | AREL
  ACQUISITIONS, INC.          
|                          |        
|/S/  RHONDA G. GUTHRIE    | By:     | /S/  BRIAN KOHR                    
|Rhonda G.
  Guthrie       | Title:  | Corporate
  Controller             
|                          |        
|/S/  KELLY AMMON          |        
|Kelly Ammon               |        
|                          |         |                                    

ACKNOWLEDGEMENT FOLLOWS

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STATE OF OHIO, COUNTY OF
MONTGOMERY, SS:

The
foregoing instrument was acknowledged before me this 9th day of
October, 2002, by Vernon H. Oakley, General Partner, on behalf of
MILLER-VALENTINE PARTNERS.

| | /S/  RITA A. HUGHES                
| | -----------------------------------
| | Notary
  Public                    
| |                                    
| | RITA A.
  HUGHES, Notary Public    
| | In and for
  the State of Ohio     
| | My
  Commission Expires May 4, 2006

STATE OF OHIO, COUNTY OF MONTGOMERY, SS:

The
foregoing instrument was acknowledged before me this 1st day of
September, 2002, by Brian Kohr, the Corporate Controller of AREL ACQUISITIONS,
INC. a corporation on behalf of said corporation.

| | /S/  RHONDA G. GUTHRIE             
| | -----------------------------------
| | Notary
  Public                    
| |                                    
| | RHONDA G.
  GUTHRIE, NOTARY PUBLIC 
| | In and for
  the State of Ohio     
| | My
  Commission Expires Dec 7, 2006

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