SECONDAMENDMENT TO LEASE

Exhibit 10.2

SECOND AMENDMENT TO LEASE

This Second Amendment to Lease (“Amendment”), made and entered into as of the 10th date of May, 2007, by and between Paragon Centre Holdings, LLC, a Kentucky limited liability company (“Landlord”) and Texas Roadhouse Holdings LLC, a Kentucky limited liability company (“Tenant”);

WITNESSETH THAT:

WHEREAS, Landlord and Tenant entered into that certain Amended and Restated Lease dated January 1, 2006 (“Lease”), and a First Amendment to Lease dated 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 square feet of rentable space)

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

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

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

WHEREAS, Landlord and Tenant desire to amend certain other terms and conditions of the Lease and evidence their agreements and other matters by means of this Amendment;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Lease is hereby amended and the parties hereby agree as follows:

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

2.                  Landlord and Tenant agree that the Base Rent for the Premises beginning July 1, 2007, will be $18.7066 per rentable square foot. Section 3.1 of the Lease will be amended as follows:

3.                  All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Lease.

4.                  This Amendment shall not be valid and binding on Landlord and Tenant unless and until it has been completely executed by and delivered to both parties.

EXCEPT AS expressly amended and modified hereby, the Lease shall otherwise remain in full force and effect, the parties hereto hereby ratifying and confirming the same, including but not limited to the Special Stipulations detailed in Exhibit C of the Lease. To the extent of any inconsistency between the Lease and this Amendment, the terms of this Amendment shall control as to the subject matter covered herein.

(signature page follows)

IN WITNESS WHEREOF, the undersigned parties have duly executed this Amendment as of the date and year first above written.