Exhibit 10.24

January 6,
2003

Mr. Peter
Marcil
Managing Director, Investment Banking
The Seidler Companies Incorporated
14500 North Northsight Blvd
Suite 205
Scottsdale, AZ 85260

Dear
Peter,

This
letter will serve as an amendment to the Agreement ("Agreement") dated May 6, 2002 between VitalStream Holdings, Inc. (f/k/a/ Sensar Corporation, "VitalStream") and The Seidler
Companies Incorporated ("Seidler"). By signing below, both parties agree that effective immediately, the Agreement is hereby amended as follows:

This
letter-form agreement (the Agreement") confirms that VitalStream Holdings, Inc. (the "Company" or "VitalStream") has engaged The Seidler Companies Incorporated ("Seidler") in
the capacity of exclusive financial advisor and exclusive placement agent for the purpose of advising and assisting the Company in connection with: (i) Corporate Transactions (as defined
below), and in the capacity of non-exclusive financial advisor and non-exclusive placement agent for the purpose of advising and assisting the Company in connection with:
(ii) Financings (as defined below); and (iii) other investment banking matters. As used in this Agreement, the term "Corporate Transactions" means any acquisition by the Company of all
or substantially all of the stock or assets of another business entity (a "Target") or any sale, merger, consolidation, recapitalization, reorganization, or other business combination involving the
Company. As used in this Agreement the term "Financing" means any transaction involving the raising of equity capital, mezzanine capital (convertible debt, subordinated debt with warrants or other
quasi-equity securities), or senior indebtedness if the person or entity providing capital to the Company was first introduced to the Company by Seidler during the term of this
Agreement. The Company shall have no obligation to accept and agree to the terms of any Financing or Corporate Transaction presented by Seidler.

Please
indicate your agreement with the above-mentioned by signing below.

Regards,

/s/
Paul Summers

Paul
Summers
Chief Executive Officer

Agreed
and Accepted:

|/s/ Peter MarcilPeter Marcil, Managing Director Investment Banking |  | Date
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AMENDMENT TO CONFIRMATION LETTER

January 9,
2003

Mr. Peter
Marcil
Managing Director Investment Banking
The Seidler Companies Incorporated
14500 North Northsight Blvd.
Suite 205
Scottsdale, AZ 85260

Dear
Peter:

This
letter amends that certain letter agreement dated May 6, 2002 (the "Letter Agreement") between VitalStream Holdings, Inc. ("VitalStream") and The Seidler Companies, Inc.
("Seidler"), as amended by that Confirmation Letter dated October 25, 2002 (which Confirmation Letter this letter supersedes and replaces) and the letter-form amendment dated
January 6, 2003. In connection with VitalStream's purchase, through a subsidiary, of certain assets of Epoch Hosting, Inc. and its affiliates (the "Asset Purchase") and the investment of
$1,100,000 by Dolphin Communications Fund II, LP and Dolphin Communications Parallel Fund II, LP (the "Note Purchase"), VitalStream agrees to pay to Seidler the following consideration:



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Amendment
to Confirmation Letter
January 9, 2003
Page 2

Seidler
agrees that the item numbers 1 & 2 above represent payment in full of all fees which would be due to Seidler for their work in connection with the Asset Purchase and the
Note Purchase, including any obligations of VitalStream under Section 3.c or 3.d of the Letter Agreement. Such payment and warrant issuance shall be conditioned in their entirety upon
the successful closing of the Asset Purchase.

In
addition, a new item 12 shall be added to the Letter Agreement (replacing the item 12 deleted by means of the letter-form amendment dated January 6, 2003), the text of which is
as follows:

Please
indicate your agreement with this Amendment to Confirmation Letter by signing below.

Regards,

/s/
Kevin D. Herzog

Kevin
D. Herzog
Chief Financial Officer

Agreed &
Accepted:

|/s/ Peter MarcilPeter Marcil, Managing Director Investment Banking |  | Date
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