EXHIBIT 10.4


                              SECOND AMENDMENT TO
                         EXECUTIVE EMPLOYMENT AGREEMENT


         This Second Amendment to the Executive Employment Agreement (the
"Second Amendment") originally entered into as of the 26th day of March 2004 is
made and entered into as of June 14, 2004 (the "Effective Date"), by and between
GX Technology Corporation, a Texas corporation (the "Company").

                                   WITNESSETH:

         Whereas, the Company and the Executive are parties to that certain
Employment Agreement dated as of March 26, 2004 together with the First
Amendment thereto dated of even date herewith (the "Original Agreement"); and

         Whereas, the Company and the Executive desire to amend the Original
Agreement in accordance with the terms contained in this Second Amendment;

         Now, therefore, in consideration of the mutual promises and covenants
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledges, the parties agree as follows:

         1. Section 7 of the Original Agreement is amended by the addition of
the following new Section 7.3:

                  "7.3 Upon demand by Executive made to Company, Company shall
         reimburse Executive for the reasonable expenses (including attorneys'
         fees and expenses) incurred by Executive after a Change in Control in
         enforcing or seeking to enforce the payment of any amount or other
         benefit to which Executive shall have become entitled under this
         Agreement as a result of the termination of Executive's employment with
         Company within two (2) years after the Executive's date of termination;
         provided that the Executive is the prevailing party in such action."

         2. Section 8.3 of the Original Agreement is amended by the addition of
the following paragraph to Section 8.3:

                  "Notwithstanding the foregoing, Executive shall not be deemed
         to have been terminated as a result of "Cause" hereunder unless and
         until reasonable notice to Executive has been given together with an
         opportunity for Executive, together with his counsel, to be heard
         before the CEO of the Company's parent and a finding that, in the good
         faith opinion of such person, Executive has committed an act set forth
         above in this Section 8.3 and specifying the particulars thereof in
         detail. Nothing herein shall limit the right of Executive or his legal
         representatives to contest the validity or propriety of any such
         determination."



         3. Section 8 of the Original Agreement is amended by the addition of
the following new Sections 8.11 and 8.12:


                  "8.11 Executive shall not be required to mitigate the amount
of any payment or other benefit required to be paid to Executive pursuant to
this Agreement, whether by seeking other employment or otherwise, nor shall the
amount of any such payment or other benefit be reduced on account of any
compensation earned by Executive as a result of employment by another person.

         Company's obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be
affected by any setoff, counterclaim, recoupment, defense or other claim, right
or action which Company may have against Executive or others.

                  8.12 Company represents, warrants and covenants that the
Company and its shareholders have taken all steps and actions necessary and
proper pursuant to Section 280G(b)(5) of the Code to ensure that Termination
Payments that may become due or payable to Executive in the event of a "Change
of Control" as defined in Section 280G of the Code shall not be construed as
parachute payments."

         4. The Company and the Executive hereby agree that except as expressly
modified or amended herein, the terms, conditions and covenants of the Original
Agreement are hereby ratified and confirmed and shall remain in full force and
effect. To the extent there is any conflict between the terms and provisions of
the Original Agreement and this Second Amendment, the Company and the Executive
Agree that this Second Amendment shall control.



         This document may be executed in counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument. The execution of a facsimile copy of this Second Amendment
shall be deemed an original.

         In Witness Whereof, the parties have executed this Second Amendment as
of the date first above written.

COMPANY:

GX TECHNOLOGY CORPORATION


By:      /s/ Signature
   --------------------------
Name:
Title



EXECUTIVE:


    /s/ Michael K. Lambert
-----------------------------