Exhibit 10.69

                       FIFTH AMENDMENT OF LEASE AGREEMENT

STATE OF TEXAS                                ss.

COUNTY OF HARRIS                              ss.

     This Fifth Amendment to Lease Agreement ("Fifth Amendment") is made and
entered into effective as of May 23, 2002 by and between 600 C.C. Business Park
Ltd. ("Landlord") and Industrial Data Systems, Inc. ("Tenant").

                                    Recitals

     A.   WHEREAS, 600 C.C. Business Park Ltd. as "Landlord" and Industrial Data
          Systems, Inc. `Tenant" entered into that certain Lease Agreement dated
          January 16,1991, ("Original Lease") and a First Amendment to the Lease
          was dated December 7, 1993, and a Second Amendment to the Lease was
          dated December 29, 1994, and a Third Amendment to the Lease dated
          August 8, 1995, and a Fourth Amendment to the Lease dated August 30,
          1998 for the ("Leased Premises") consisting of 20,525 square feel of
          leasable area in Landlord's Century Center Business Park, known as
          Suite C-140 located at 600 Century Park Drive, Houston, Texas 77073.
          Tenant has accepted and occupies the lease premises under the terms
          and conditions stated in the Lease Agreement;

     B.   WHEREAS Tenant and Landlord hereby agree that no other document has
          been executed or exchanged between the parties hereto other that the
          original Lease Agreement, the First Amendment, the Second Amendment,
          the Third Amendment and the Fourth Amendment to the Lease specified
          above and that there are no side letters or any oral agreements
          between the parties and;

     C.   WHEREAS, Tenant and Landlord agree this Lease Amendment shall come
          into full force and effect on May 1,2002.

     D.   WHEREAS, Landlord and Tenant desire to modify the Lease so as to
          modify certain terms and provisions outlined in the original Lease,
          and;

     E.   WHEREAS, Landlord and Tenant agree that all defined terms used in this
          Fifth Amendment of Lease Agreement shall have the same meaning
          assigned to them in the original Lease and subsequent Amendments,
          unless the context herein expressly provides otherwise.

          NOW, THEREFORE, for one dollar ($1.00) and other good and valuable
          consideration, the receipt and sufficiency of which are hereby
          acknowledged, Landlord and Tenant hereby as follows:

     1.   Extension of Lease Term: Landlord and Tenant hereby agree to extend
          the Lease Term for an additional thirty-six months (36) from September
          1, 2002 to August 31, 2005, thereby making the expiration date of the
          Lease August 31, 2005 unless extended and/or sooner terminated
          pursuant to any provision of the Lease.



                                                                   Exhibit 10.69


Industrial Data Systems, Inc.      Fifth Amendment of Lease Agreement
Century Center:         600 Century Plaza Drive, Suite A 140

     2.   Base Rental Rate: Landlord and Tenant agree the base rental shall
          remain as scheduled in Fourth Amendment of Lease Agreement through
          August 31, 2002. Thereafter, the monthly base rental shall be modified
          to allow for the following base rental rates: Rental rate for 20,525
          sf.
          September 1, 2002--August 31,2003 @$.545 per sf. $11,186.13
          September 1, 2003--August 31,2005 @$.565 per sf. $11,596.63

     3.   Security Deposit: Tenant and Landlord acknowledge a security deposit
          of $1,800.00 is on deposit with the Landlord.

     4.   Condition of Premises: Tenant agrees to take the current lease
          premises of 20,525 sq. ft. in an "as is" "where as" condition subject
          to the Landlord' s carpet and paint allowance which shall be installed
          in the premises as the Tenant sees fit.

     3.   Landlord's Carpet and Paint Improvement Allowance: Landlord will pay
          for carpet and paint installed in the premises in an amount not to
          exceed Twelve Thousand Dollars ($12,000.00).

     6.   Common Area Maintenance, Taxes, Insurance (Operating Expenses):
          Landlord and Tenant agree that all Operating Expense shall be included
          in the base rental rate. Tenant will have no exposure to any increase
          in the Operating Expenses through the expiration of the lease term,
          August 31, 2005.

     All other terms and provisions of the original lease, which are applicable,
     shall remain as specified in these agreements.

     IN WITNESS WHEREOF, the parties have executed this Fifth Amendment of Lease
as of this 23rd day of May 2002.

TENANT:                                         LANDLORD:
INDUSTRIAL DATA SYSTEMS, INC                    600 C.C. BUSINESS PARK LTD.

BY: /s/ William A. Coskey                       BY: /s/ John W. Costello
Name: William Coskey                            Name: John W. Costello
TITLE: President                                TITLE: General Partner
DATE:  5/8/02                                   DATE:  5/23/02


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