EXHIBIT 10.2

                   FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
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     THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Agreement
Amendment"), is made and entered into this 25th day of July, 2003, by and
between SARO, INC., a Delaware Corporation ("Purchaser"), and BILLSERV, INC., a
Nevada corporation ("Seller").

                              W I T N E S S E T H:

     WHEREAS, pursuant to that certain Asset Purchase Agreement dated May 19,
2003 (the "Agreement"), together with all amendments and modifications thereto,
the parties hereto have agreed that Seller sell, assign, transfer and convey to
Purchaser, and that Purchaser purchase from Seller, the Assets (as defined in
the Agreement) in exchange for cash and assumption of the Assumed Liabilities
(as defined in the Agreement), all according to the terms and subject to the
conditions set forth in this Agreement Amendment (the "Transaction").

     NOW, THEREFORE, in consideration of the representations, warranties and
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

     1. Defined Terms. All terms used herein but not otherwise defined herein
        shall have the meanings set forth and/or defined in the Agreement,
        unless specifically indicated herein to the contrary.

     2. Schedule D of Section 1.46 of the Agreement is deleted in its entirety
        and replaced with the attached Schedule D.

     3. Schedule B of Sections 1.7 and 4.13 of the Agreement is deleted in its
        entirety and replaced with the attached Schedule B.

     4. Section 2.2(n) of the Agreement is deleted in its entirety.

     5. Schedule H of Section 2.3 of the Agreement is deleted in its entirety
        and replaced with the attached Schedule H.

     6. Section 2.6 of the Agreement is deleted in its entirety and replaced
        with the following:

        Purchase Price. The aggregate consideration for the Business and the
Assets shall be $4,800,000 (the "Purchase Price"), plus the assumption of the
Assumed Liabilities. At Closing, Purchaser shall pay Seller $4,100,000 (the
"Cash Payment"). The Cash Payment shall be paid to Seller in the following
manner: 1) that portion of the Cash Payment necessary to satisfy the Material
Unsecured Creditors (as defined in Section 6.11) will be delivered via wire
transfer to LJT (as defined in Section 6.11), 2) that portion of the Cash
Payment necessary to satisfy the Secured Creditors (as defined in Section
9.3(d)) will be delivered via wire transfer to LJT (as defined in Section
9.3(d)), and 3) the remainder of the Cash Payment will be delivered to Seller
via wire transfer.

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        (a)    Earnouts.

               i.   Seller may earn an additional payment from Purchaser of
                    $100,000 (the "$100,000 Earnout") based on gross revenues
                    (as defined by GAAP) associated with the Business calculated
                    for a one (1) year period, beginning on the first day of the
                    first full month after Closing ("Annual Period"). If at the
                    end of the Annual Period, the aggregate of gross revenues
                    associated with the Business for the total of the twelve
                    months in the Annual Period are equal to or exceed
                    $5,000,000, then the $100,000 Earnout shall be paid to
                    Seller. If Seller earns the $100,000 Earnout, Purchaser
                    shall make the $100,000 Earnout available to Seller via wire
                    transfer within ten (10) business days following the end of
                    the Annual Period.

               ii.  Seller may earn a second additional payment from Purchaser
                    of $600,000 (the "$600,000 Earnout"), in an amount not to
                    exceed $150,000 per quarter (or $600,000 total) (each an
                    "Earnout") based on gross revenues associated with the
                    Business (as defined by GAAP) calculated for each of the
                    first four (4) consecutive ninety (90) day periods, with the
                    first quarterly period beginning on the first day of the
                    first full month after Closing (each a "Quarterly Period").
                    In any such Quarterly Period that gross revenues associated
                    with the Business are: (i) less than $1,250,000, then such
                    Quarterly Period Earnout shall be $0, (ii) between
                    $1,250,000 and $1,375,000, then such Quarterly Period
                    Earnout shall be $50,000, (iii) between $1,375,000 and
                    $1,500,000, then such Quarterly Period Earnout shall be
                    $100,000, (iv) more than $1,500,000, then such Quarterly
                    Period Earnout shall equal $150,000. If Seller earns an
                    Earnout, Purchaser shall make such Earnout available to
                    Seller via wire transfer within ten (10) business days
                    following the end of such applicable Quarterly Period. After
                    each calendar month of each Quarterly Period, Purchaser
                    shall certify and deliver to Seller a copy of Purchaser's
                    financial records for the Business for that month, for the
                    sole purpose of confirming gross revenue amounts. During the
                    Annual Period, and including one month thereafter, Purchaser
                    shall deliver the financial records (and certify that such
                    records have been prepared in accordance with GAAP)
                    applicable to a month to Seller by the fifteenth (15th) day
                    of such month (the "Records Due Date"). Should Purchaser
                    fail to deliver the financial records by the Records Due
                    Date, Purchaser shall pay to Seller liquidated damages in
                    the amount of $2,250 per every fifth (5th) day past the
                    Records Due Date that Purchaser fails to deliver such
                    financial records to Seller (the "Liquidated Damages").
                    Notwithstanding the aforementioned, Purchaser shall have no
                    responsibility to deliver the financial records (until such
                    time as Seller cures any applicable breach of a Seller
                    representation or warranty in the Agreement, as described
                    further in this sentence) or pay the Liquidated Damages in
                    the event Seller's breach of a Seller representation or
                    warranty in the Agreement is the cause for Purchaser's
                    failure to meet the applicable Records Due Date; provided,
                    however, that in the event such issue is determined by a
                    court or other tribunal, then such decision making body will
                    be permitted to fairly apportion the Liquidated Damages as
                    it or they shall determine under the facts and
                    circumstances. Not more than once after each Quarterly
                    Period (a

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                    "Prior Quarterly Period"), Seller retains the right to audit
                    Purchaser's books and records related to the Business for
                    such Prior Quarterly Period. The results of any such audit
                    shall be binding upon the parties. Seller will select the
                    auditor subject to Purchaser's approval, which approval will
                    not be unreasonably withheld. If any discrepancies
                    discovered by an audit result in an Earnout payable to
                    Seller for such Prior Quarterly Period that is larger than
                    the Earnout, or lack thereof, alleged on Purchaser's
                    financial records for such Prior Quarterly Period, then the
                    Earnout as determined by the auditor's written report shall
                    be made available to Seller via wire transfer within ten
                    (10) business days following the issuance of such written
                    report by the auditor. In the event a discrepancy as
                    described above is discovered by an audit, Purchaser will
                    pay the costs of the audit. In the event a discrepancy as
                    described above is not discovered by an audit, Seller will
                    pay the costs of the audit. In the event, however, that the
                    Business is sold by Purchaser or Purchaser materially
                    changes the scope or market of the Business during the
                    Annual Period, Seller will be entitled to both the $100,000
                    Earnout and the $600,000 Earnout, via wire transfer, within
                    fifteen days of such sale or material change.

                      1. Within ten (10) business days following the conclusion
                         of the Annual Period (the end of the fourth Quarterly
                         Period), Purchaser shall pay Seller the difference, if
                         any, between the sum of the Quarterly Period Earnouts
                         paid or owing to Seller under Section 2.6(a)(ii) above
                         and the following amounts:

                              At the end of the Annual Period, if gross revenues
                              (as defined by GAAP) associated with the Business
                              calculated for the Annual Period are: (i) less
                              than $5,000,000, then $0, (ii) between $5,000,000
                              and $5,500,000, then $200,000, (iii) between
                              $5,500,000 and $6,000,000, then $400,000, (iv)
                              more than $6,000,000, then $600,000.

                         This paragraph shall in no event require Seller to
                         return or refund any Quarterly Period Earnout paid
                         Seller pursuant to Section 2.6(a)(ii) above.

     7.   Schedule U of the Agreement is amended by deleting "Shareholder
          Agreement, Billserv Australia PTY Limited".

     8.   Section 9.2(c) of the Agreement is deleted in its entirety and
          replaced by the following: "Purchaser shall have delivered the Cash
          Payment in accordance with Section 2.6 thereof.

     9.   Section 9.2(e)(i) of the Agreement is amended by deleting "the JV Note
          and the JV Security Agreement."

     10.  Section 11.1(b) of the Agreement is deleted in its entirety and
          replaced with the following:

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               (b) by either Purchaser or Seller if the Closing shall not have
          occurred by July 25, 2003, unless: 1) the failure to consummate the
          transactions contemplated herein is attributable to a failure on the
          part of the party seeking to terminate this Agreement to perform any
          material obligation required to be performed by such party at or prior
          to the Closing or 2) the approval of this Agreement by Seller's
          stockholders is delayed by action or inaction of the SEC provided
          that: i) Seller shall prepare and cause to be filed with the SEC the
          Proxy Statement, within fifteen (15) business days following the
          execution of this Agreement; and ii) that Seller use best efforts to
          comply with all rules and regulations of the SEC to obtain any and all
          other approvals necessary to approve this Agreement and the
          Acquisition;

     11.  Section 12.3 is deleted in its entirety. Additionally, the Escrow
          Agreement between the parties and Wachovia Bank, dated May 19, 2003 is
          hereby terminated and made null and void. The parties acknowledge that
          the sufficiency of the consideration provided herein, including the
          amended Purchase Price, eliminates the necessity of the Escrow Fund
          and Escrow Agreement.

     12.  Section 12.4 of the Agreement is deleted in its entirety.

     13.  Section 12.5 of the Agreement is deleted in its entirety.

     14.  Section 12.6 of the Agreement is deleted in its entirety.

     15.  Section 12.7 of the Agreement is deleted in its entirety.

     16.  The Promissory Note (the "Note") executed by Purchaser to Seller in
          the principal amount of Six Hundred Thousand Dollars ($600,000) is
          hereby terminated and made null and void. The parties acknowledge that
          the sufficiency of the consideration provided herein, including the
          amended Purchase Price, eliminates the necessity of the Promissory
          Note.

     17.  The Security Agreement executed by and between Purchaser and Seller
          granting Seller a Security Interest - Pledge of Tangible and
          Intangible Assets as holder of the Note in the principal amount of Six
          Hundred Thousand Dollars ($600,000) is hereby terminated and made null
          and void. The parties acknowledge that the sufficiency of the
          consideration provided herein, including the amended Purchase Price,
          eliminates the necessity of the Security Agreement.

     18.  The parties agree that they each will not use, copy, reproduce,
          retain, possess, sell, or transfer, in any way, form, or method
          whatsoever, and will delete and destroy (and produce to one another
          certification of the aforementioned) the following source code, object
          code, and other tangible and intangible assets (each and all the
          "Prohibited Assets") associated with Billserv Australia PTY Limited
          ("Billserv Australia"): 1) back-end processes including database
          schemas, customer data, scripts, log files, and applications; and 2)
          front-end code written for Billserv Australia, including but not
          limited to, SE Water, TXU, and Commonwealth Bank.

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     19.  Successors and Assigns. The terms and provisions hereof shall be
          binding upon and inure to the benefit of Purchaser and Seller, and
          upon the heirs, executors, representatives, administrators, successors
          and assigns of Purchaser and Seller.

     20.  Governing Law. This Agreement Amendment shall be governed by and
          construed in accordance with the laws of the State of Delaware.

     21.  Integration. This Agreement Amendment, the Agreement and all the
          exhibits and schedules thereto, the certificates referenced therein,
          the exhibits thereto, and the Confidentiality Agreement constitute the
          entire understanding and agreement of the parties hereto with respect
          to the subject matter hereof and thereof and supersede all prior and
          contemporaneous agreements or understandings, inducements or
          conditions, express or implied, written or oral, between the parties
          with respect hereto and thereto including, without limitation, that
          certain letter of intent between the parties dated April 14, 2003.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have caused this
Agreement to be executed under seal as of the day and year first written.

SARO, INC.,                                     BILLSERV, INC.,
a Delaware corporation                          a Nevada corporation

By:   ___________________________               By: ___________________________

Name: _________________________                 Name: _________________________

Title: __________________________               Title:  ___________________