CONCERO INC
SECOND AMENDMENT TO LEASE
<DOCUMENT>
<TYPE>EX-10.27
<SEQUENCE>4
<FILENAME>d56456_ex10-27.txt
<DESCRIPTION>SECOND AMENDMENT TO LEASE
<TEXT>

                                                                   Exhibit 10.27

                            SECOND AMENDMENT TO LEASE

      This Second Amendment to Lease (this "Amendment") is entered into this
19th day of July, 2002 by and between BRIDGEPOINT PROPERTY TRUST, a Maryland
real estate investment trust ("Landlord"), and CONCERO GROUP, L.P., a Texas
limited partnership ("Tenant").

                              W I T N E S S E T H :

      WHEREAS, Investors Life Insurance Company of North America ("Original
Landlord") and PSW Technologies, Inc. ("Original Tenant") entered into that
certain Bridgepoint Lease Agreement dated October 31, 1996, as amended by
Amendment to Bridgepoint Lease Agreement dated September 30, 1997 (as so
amended, the "Lease") for certain premises located at 6300 Bridgepoint Parkway,
Austin, Texas, as more particularly described in the Lease; and

      WHEREAS, Tenant succeeded to the interest of Original Tenant under the
Lease; and

      WHEREAS, Landlord has succeeded to the interest of Original Landlord under
the Lease; and

      WHEREAS, Landlord and Tenant desire to amend the Lease to redefine the
premises demised thereby and to extend the term of the Lease, subject to and
upon the terms and conditions hereinafter provided;

      NOW, THEREFORE, in consideration of the foregoing and for other
consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant agree as follows:

      1. Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to such terms in the Lease.

      2. The definition of "Premises" set forth in Section 1.01 of the Lease is
hereby amended as follows:

      (i) for the period commencing July 1, 2002 and expiring January 1,2003, a
      total of approximately 39,516 rentable square feet consisting of (a)
      19,906 rentable square feet located in Building One (the "Building One
      Premises") consisting of 11,072 square feet on the first floor ("Suite
      100-l"), and 8,834 square feet on the fourth floor ("Suite 420"), plus (b)
      19,610 rentable square feet located in Building Three (the "Building Three
      Premises") consisting of 14,938 square feet on the first floor ("Suite
      100-3") and 4,672 square feet on the second floor ("Suite 205"), all as
      more particularly set forth in the attached Exhibit A-1 "Building One
      Premises" and Exhibit B- 1 "Building Three Premises"; and

<PAGE>

      (ii) for the period commencing January 2, 2003 and expiring July 31, 2007,
      a total of approximately 15,744 rentable square feet consisting of (a)
      Suite 100-1, plus (b) Suite 205.

      3. The definition of "Term" set forth in Section 2.01 of the Lease is
hereby amended to reflect the Expiration Date of January 1, 2003 for Suite 420
and Suite 100-3, and the Expiration Date of July 31, 2007 for Suite 100-1 and
Suite 205. Tenant shall vacate Suite 420 and Suite 100-3 on or before January 1,
2003 and surrender the same to Landlord in broom clean condition and free of
Tenant's personal property but otherwise in the condition existing as of June
30, 2002, reasonable wear and tear excepted.

      4. The Renewal Option set forth in Section 2.04 and Exhibit F of the Lease
is hereby deleted in its entirety.

      5. The Right of First Refusal set forth in Section 2.05 and Exhibit G of
the Lease is hereby deleted in its entirety.

      6. The definition of "Base Rent" set forth in Section 3.01 of the Lease is
hereby amended to reflect the following:

--------------------------------------------------------------------------------
   Dates         Suite Nos.      Square Feet    Rent Per Sq. Ft.    Monthly Rent
   -----         ----------      -----------    ----------------    ------------
--------------------------------------------------------------------------------
7/1/02 to        420 & 102-3        23,772           $23.25          $46,058.25
1/1/2003         100-1 & 205        15,744           $11.00          $14,432.00
                                                                     ----------
                                                                     $60,490.25
--------------------------------------------------------------------------------
01/02/03 to
6/30/2003        100-1 & 205        15,744           $11.00          $14,432.00
--------------------------------------------------------------------------------
7/01/03 to
6/30/2004        100-1 & 205        15,744           $11.50          $15,088.00
--------------------------------------------------------------------------------
7/01/04 to
6/30/2005        100-1 & 205        15,744           $12.00          $15,744.00
--------------------------------------------------------------------------------
7/01/05 to
6/30/2006        100-1 & 205        15,744           $12.50          $16,400.00
--------------------------------------------------------------------------------
7/01/06 to
6/30/2007        100-1 & 205        15,744           $13.00          $17,056.00
--------------------------------------------------------------------------------
7/01/07 to       100-1 & 205        15,744           $13.50          $17,712.00
7/31/2007
--------------------------------------------------------------------------------

      7. Effective July 1, 2002, the definition of "Tenant's Pro Rata Share" set
forth in Section 3.02 is hereby amended to reflect the following:

            (i) for the period commencing July 1,2002 and expiring January 1,
      2003, One Bridgepoint Premises: 23.50% and Three Bridgepoint Premises:
      29.34%; and (ii) for the period commencing January 2, 2003 and expiring
      July 31, 2007, One Bridgepoint Premises: 13.07% and Three Bridgepoint
      Premises: 5.80%.

      8. The following is hereby inserted into the Lease after Section 3.06
thereof:


                                      -2-
<PAGE>

      3.07 SECURITY DEPOSIT. Tenant shall deposit with Landlord a letter of
      credit in the amount of $186,914.32 (the "Security Deposit"). The Security
      Deposit shall be held by Landlord as security for the faithful performance
      of all the terms of this Lease to be observed and performed by Tenant. The
      Security Deposit shall not be mortgaged, assigned, transferred or
      encumbered by Tenant and any such act on the part of Tenant shall be
      without force and effect and shall not be binding upon Landlord. Tenant
      shall cause the Security Deposit to be maintained throughout the term in
      the amount herein set forth.

      If the Base Rent or Additional Rent payable hereunder shall be overdue and
      unpaid or should Landlord make any payment on behalf of the Tenant, or
      Tenant shall fail to perform any of the terms of this Lease, then Landlord
      may, at its option and without notice or prejudice to any other remedy
      which Landlord may have on account thereof, appropriate and apply the
      entire Security Deposit or so much thereof as may be necessary to
      compensate Landlord toward the payment of Base Rent, Additional Rent or
      other sums or loss or damage sustained by Landlord due to such breach by
      Tenant; and Tenant shall forthwith upon demand restore the Security
      Deposit to the amount stated herein. Notwithstanding the foregoing, upon
      the application by Landlord of all or any portion of the Security Deposit
      (with or without notice thereof to Tenant) to compensate Landlord for a
      failure by Tenant to pay any Base Rent or Additional Rent when due or to
      perform any other obligation hereunder, and until Tenant shall have
      restored the Security Deposit to the amount herein required, Tenant shall
      be deemed to be in default in the payment of Additional Rent for purposes
      of Section 13.01 hereof. So long as Tenant shall not be in default of its
      obligations under this Lease, Landlord shall return the Security Deposit,
      or so much thereof as shall have not theretofore been applied in
      accordance with the terms of this Section 3.07, to Tenant promptly
      following the expiration or earlier termination of the term of this Lease
      and the surrender of possession of the Premises by Tenant to Landlord in
      accordance with the terms of this Lease. While Landlord holds the Security
      Deposit, Landlord shall have no obligation to pay interest on the same and
      shall have the right to commingle the same with Landlord's other funds. If
      Landlord conveys Landlord's interest under this Lease, the Security
      Deposit, or any part thereof not previously applied, shall be turned over
      by Landlord to Landlord's grantee, and Tenant shall look solely to such
      grantee for proper application of the Security Deposit in accordance with
      the terms of this Section 3.07 and the return thereof in accordance
      herewith. The holder of a mortgage on the property shall not be
      responsible to Tenant for the return or application of the Security
      Deposit, whether or not it succeeds to the position of Landlord hereunder,
      unless such holder actually receives the Security Deposit.

      The letter of credit (the "Letter of Credit") shall (a) be unconditional
      and irrevocable and otherwise in form and substance reasonably
      satisfactory to Landlord; (b) shall permit multiple draws; (c) be issued
      by a commercial bank reasonably acceptable to Landlord; (d) be made
      payable to, and expressly transferable and assignable at no charge by,
      Landlord; (e) be payable at sight solely upon presentment to the issuer of
      a sight draft accompanied by a certificate


                                      -3-
<PAGE>

      of Landlord stating either that Tenant is in default under this Lease or
      that Landlord is otherwise permitted to draw upon such Letter of Credit
      under the express terms of this Lease, and the amount that Landlord is
      owed (or is permitted to draw) in connection therewith; and (f) shall
      either expire ninety (90) days following the expiration of the term of
      this Lease, or be replaced not less than thirty (30) days prior to the
      expiration of the then current Letter of Credit so that the original
      Letter of Credit or a replacement thereof shall be in full force and
      effect throughout the term of this Lease and for a period of ninety (90)
      days thereafter. Tenant shall deliver to Landlord any replacement Letter
      of Credit not less than thirty (30) days prior to the expiration of the
      then current Letter of Credit. Notwithstanding anything in this Lease to
      the contrary, any grace period or cure periods which are otherwise
      applicable under Section 13.01 hereof, shall not apply to any of the
      foregoing, and, specifically, if Tenant fails to comply with the
      requirements of subsection (f) above, Landlord shall have the immediate
      right to draw upon the Letter of Credit in full and hold the proceeds
      thereof as a cash security deposit. Each Letter of Credit shall be issued
      by a commercial bank that has a credit rating with respect to certificates
      of deposit, short term deposits or commercial paper of at least P-2 (or
      equivalent) by Moody's Investor Service, Inc., or at least A-2 (or
      equivalent) by Standard & Poor's Corporation. If the issuer's credit
      rating is reduced below P-2 (or equivalent) by Moody's Investor Service,
      Inc., or at least A-2 (or equivalent) by Standard & Poor's Corporation, or
      if the financial condition of the issuer changes in any other materially
      adverse way, then Landlord shall have the right to require that Tenant
      obtain from a different issuer a substitute Letter of Credit that complies
      in all respects with the requirements of this Section, and Tenant's
      failure to obtain such substitute Letter of Credit within ten (10) days
      after Landlord's written demand therefor (with no other notice, or grace
      or cure period being applicable thereto) shall entitle Landlord
      immediately to draw upon the existing Letter of Credit in full, without
      any further notice to Tenant. Landlord may use, apply or retain the
      proceeds of the Letter of Credit to the same extent that Landlord may use,
      apply or retain any cash security deposit, as set forth herein. Landlord
      may draw on the Letter of Credit, in whole or in part, at Landlord's
      election. If Landlord draws against the Letter of Credit, Tenant shall,
      within five (5) days after notice from Landlord, provide Landlord with
      either an additional Letter of Credit in the amount so drawn or an
      amendment to the existing Letter of Credit restoring the amount thereof to
      the amount initially provided. Tenant hereby agrees to cooperate promptly,
      at its expense with Landlord to execute an deliver to Landlord any
      modifications, amendments and replacements of the Letter of Credit, as
      Landlord may reasonably request to carry out the terms and conditions
      hereof.

            Upon receipt by Landlord of the Letter of Credit, Landlord shall
      remit to Tenant the amount of $14,214.80 representing a refund due for
      overpayment of Base Rent and Additional Rent for the month of July, 2002.

      9. The following is hereby inserted into the Lease after Section 15.26
thereof


                                      -4-
<PAGE>

            15.27 LANDLORD'S RIGHT TO RELOCATE. If Landlord so requests, Tenant
      shall vacate the Premises or any part thereof and relinquish its rights
      with respect to the same provided that Landlord shall provide to Tenant
      substitute space in the Bridgepoint Buildings, such space to be reasonably
      comparable in size, layout, finish and utility to the Premises or such
      portion, and further provided that Landlord shall, at its sole cost and
      expense, move Tenant and its equipment, furniture and other removable
      personal property from the Premises or such portion to such new space in
      such manner as will minimize, to the greatest extent practicable,
      interference with the business or operations of Tenant, including, without
      limitation, performing such move over a weekend. The work to be performed
      by Landlord in any substitute space shall be in accordance with plans
      prepared at Landlord's sole cost and expense and approved by Tenant (such
      approval not to be unreasonably withheld) and Tenant shall not be
      relocated until all such work is substantially complete. Any such
      substitute space shall, from and after the date such space is so provided,
      be treated as the Premises or the portion thereof demised under this
      Lease, and shall be occupied by Tenant under the same terms, provisions
      and conditions as are set forth in this Lease.

      10. Section 15.08 of the Lease is hereby amended to reflect that the
address of Landlord for all future notices shall be as follows:

      Bridgepoint Property Trust, c/o REIT Management & Research LLC, 800 W.
      34th Street, Suite 220, Austin, Texas 78705, Attn. Area Manager, with a
      copy to Bridgepoint Property Trust, 400 Centre Street, Newton, MA 02458,
      Attn. Jennifer Clark.

      11. Tenant warrants and represents that it has dealt with no broker in
connection with the consummation of this Lease, and in the event of any
brokerage claims or liens against Landlord or the Property predicated upon or
arising out of prior dealings with Tenant, Tenant agrees to defend the same and
indemnify and hold Landlord harmless against any such claim, and to discharge
any such lien.

      12. Tenant acknowledges that the Declaration of Trust of Bridgepoint
Property Trust provides, and Tenant agrees, that no trustee, officer, director,
general or limited partner, member, shareholder, beneficiary, employee or agent
(including any person or entity from time to time engaged to supervise and/or
manage the operation of Landlord) shall be held to any liability, jointly or
severally, for any debt, claim, demand, judgment, decree, liability or
obligation of any kind (in tort, contract or otherwise) of, against or with
respect to Landlord or arising out of any action taken or omitted for or on
behalf of Landlord.

      13. Exhibit A-1 "Building One Premises" and Exhibit B-1 "Building Three
Premises" are hereby added to the Lease as Exhibit A-1 "Building One Premises"
and Exhibit B-1 "Building Three Premises".

      14. As amended hereby, the Lease is hereby ratified and confirmed.


                                      -5-
<PAGE>

      IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of
the date above first written.

                                     LANDLORD:

                                     BRIDGEPOINT PROPERTY TRUST


                                     By:   /s/ Jennifer B. Clark
                                         ---------------------------------------
                                         Name:  Jennifer B. Clark
                                         Title: Senior Vice President


                                     TENANT:

                                     CONCERO GROUP, L.P.


                                     By:   /s/ Keith D. Thatcher
                                         ---------------------------------------
                                         Name:  Keith D. Thatcher
                                         Title: Treasurer of its General Partner


                                      -6-

</TEXT>
</DOCUMENT>
