Amendment No. 1 to Lease Agreement

EXHIBIT 10.5

AMENDMENT No. 1 TO LEASE AGREEMENT

     This Amendment No. 1 to Lease Agreement (the “First Amendment”) is made and entered into this 10^th day of June, 2002, by and between San Antonio Technology Center Corporation, a Delaware Corporation, as successor to Medical Plaza Partners, Ltd. (the “Landlord”) and Pan American Acceptance Corporation, (the “Tenant”).

WITNESSETH:

     WHEREAS, Landlord and Tenant have entered into that certain Lease Agreement dated February 18, 1997, for the premises consisting of 17,082 rentable square feet located at 7411 John Smith Drive, Suites 1400 and 1225, San Antonio, Texas, and,

     WHEREAS, the Lease is incorporated herein by reference; and

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

     NOW, THEREFORE, the parties hereto agree that effective July 1, 2002, the Lease Agreement is amended as follows:

1.) PREMISES: Effective July 1, 2002 the Premises as described in the above mentioned Lease Agreement shall hereby be expanded by 1,009 RSF and be defined as Suite 1220 for a new total of 18,091 RSF as shown on Exhibit “A-1”:

2.) BASIC RENT: Commencing July 1, 2002 the “Basic Rent” as stated in Paragraph 2.1 of the Lease Agreement shall be as follows:

		July 1, 2002 - June 30, 2007		$21,815.23 per month

3.) BROKERAGE: Landlord and Tenant each warrant to the other that it has not dealt with any broker or agent in connection with the negotiation or execution of this Amendment other than Trammell Crow Central Texas, Ltd. and The Pinnacle Group, • whose commission shall be paid by Landlord pursuant to separate written agreements related thereto. Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any other broker or agent claiming the same by, through, or under the indemnifying party.

6.) RATIFICATION: Tenant hereby ratifies and confirms its obligations under the Lease, and represents and warrants to Landlord that it has no defenses thereto. Additionally, Tenant further confirms and ratifies that, as of the date hereof, (a) the Lease is and remains in good standing and in full force and effect, (b) Tenant has no claims, counterclaims, set-offs or defenses against Landlord arising out of the Lease or in any way relating thereto or arising out of any other transaction between Landlord and Tenant, and (c) except as expressly provided for in this Amendment, all tenant finish-work allowances provided to Tenant under the Lease or otherwise, if any, have been paid in full by Landlord to Tenant, and Landlord has no further obligations with respect thereto, (d) Landlord has made no representations or warranties with respect to the condition of the Premises.

7.) BINDING EFFECT: GOVERNING LAW: Except as modified hereby, the Lease shall remain in full effect and this Amendment shall be binding upon Landlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms of the Lease and the terms of this Amendment, the terms of this Amendment shall prevail. This Amendment shall be governed by the laws of the State in which the Premises are located.

8.) COUNTERPARTS: This Amendment may be executed in multiple counterparts, each of which shall constitute an original, but all of which shall constitute one document.

9.) CONTIGENCY: This expansion is contingent upon the existing Tenant, eai Healthcare Staffing Solutions, executing that certain document to terminate for the same Leased Premises, In the event the termination has not been executed by Tenant no later than May 31, 2002, occupancy shall occur thirty (30) days after the execution of amendment to terminate.

10.) TERMINATION: Provided Tenant is not in default under this Lease, Tenant shall have the one (1) time option to terminate the 1,009 square foot area as shown on Exhibit “A-1” on January 1, 2005 by delivery of the following to Landlord not less than one hundred eighty (180) days prior to the Termination Date: (i) written notice of Tenant’s election to terminate (“Termination Notice”); (ii) payment of the unamortized commissions. For the purposes hereof, the Unamortized Cost of the Commissions shall mean the unamortized cost on a five (5) year amortization at ten (10%) percent interest, as of the date of the Termination Notice of the total amount of commissions paid by Landlord in connection with this Lease which shall equal $4,994.55. Therefore, the total amount due to Landlord at Termination Notice will be $2,806.55. Tenant’s failure to timely deliver to Landlord the Termination Notice and the payments described in clauses (i) and (ii) in accordance with this paragraph shall constitute Tenant’s election not to terminate this Lease and Tenant shall have no further options to terminate this Lease pursuant hereto.

11.) TENANT IMPROVEMENTS: Tenant shall be allowed to allocate all or a portion of their refurbishment allowance described in Exhibit J, paragraph 3 of the Lease dated February 18, 1997, to the expansion space. All costs associated with the expansion shall be deducted from Tenant’s refurbishment allowance. These costs shall only include the finishout costs and architectural fees. All construction shall be constructed by Landlord’s approved contractor upon receipt of final plans by Tenant.

Except as an amended herein, the Lease shall remain in full force and effect and Landlord and Tenant hereby ratify and affirm the Lease as amended by this instrument.

     EXECUTED this day and year first above written.

LANDLORD:						TENANT:
San Antonio Technology Center Corporation, a Delaware Corporation						Pan American Acceptance Corporation
By:		Lend Lease Real Estate Investments, Inc.
Its:		Advisor
By:		/s/ Karen Huston				By:		/s/ Don Cangelosi
Name: Karen Huston						Name: Don Cangelosi
Title: Vice President						Title: President