**Exhibit 10.6**

** **

**LEASE AMENDMENT NUMBER FOUR**

 

This LEASE AMENDMENT NUMBER FOUR entered into this 27thday of January, 2006 (the “Fourth Amendment”), by and between **AP SOUTHEAST PORTFOLIO PARTNERS, L.P.**, a Delaware limitedpartnership (the “Landlord”) and **SENTOCORPORATION**, a Utah corporation, successor in interest to Xtrasource, Inc.(the “Tenant”).

 

**W I T N E S S E T H:**

 

WHEREAS, Tenant’s predecessor and Landlord’spredecessor entered into that certain Office-Warehouse Lease Agreement dated December 6,1994 (the “Original Lease”), as amended by that certain First Amendment toLease dated August 22, 1995 (the “First Amendment”), as further amended bythat certain Lease Amendment Number Two dated May 17, 1999 (the “SecondAmendment”); as further amended by that certain Lease Amendment Number Threedated April 1, 2005 (the “Third Amendment”); and

 

WHEREAS, Landlord and Tenant’s predecessor enteredinto a Lease Assignment and Assumption of Tenant’s Interest, whereby the Leasewas assigned by Customer Access Resources, Inc., to XtraSource, Inc.,pursuant to a Lease Assignment and Assumption of Tenant’s Interest dated May 9,2000 (the “Assignment Agreement”);

 

WHEREAS, the Lease was assigned to Tenant pursuant toa Lease Assignment and Assumption of Tenant’s interest dated November, 2004(the “Second Assignment Agreement”) (the Original Lease, First, Second andThird Amendments, Assignment Agreement and Second Assignment Agreementcollectively referred to as the “Lease”), for space comprising approximately21,500 square feet, located at 3645 Trust Drive, City of Raleigh, County ofWake, State of North Carolina; and

 

WHEREAS, the parties hereto desire to alter and modifysaid Lease in the manner hereinafter set forth,

 

NOWTHEREFORE, in consideration of the mutual and reciprocal promises containedherein and for other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, Landlord and Tenant hereby agreeto amend the Lease as follows:

 

1*.Premises.*  Effective on the earlier of the date that theimprovements to the Expansion Premises are deemed substantially complete andTenant can commence its business operations or April 1, 2006 (as modifiedby Section 6 of the Workletter) (the “Expansion Premises Commencement Date”),Section One of the Lease, entitled “Demise of Premises”, is amended toprovide that the Premises shall include the space shown in Exhibit B-1attached, approximately 9,473 square feet, and located in the 3645 Building at3661 Trust Drive, Raleigh, Wake County, North Carolina (the “Expansion Premises”).  Collectively, the original Premises andExpansion Premises shall contain approximately 30,973 square feet.  Effective on the Expansion PremisesCommencement Date, Tenant’s Proportionate Share, as defined, is to be increasedto sixty-one and 149/1000 percent (61.149%) based upon the Building containing50,652 square feet.

 

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2.*Term.*  Effective on the Expansion PremisesCommencement Date, Section Two of the Lease, entitled “Term”, shall beamended to provide that the Term of the Expansion Premises shall extend foreighty-four months so that the lease of the Expansion Premises is expected toexpire on March 31, 2013, and extend the Term of the Original Premises sothat the lease for that space expires sixty full months after the ExpansionPremises Commencement Date, which is expected to be March 31, 2011.

 

3.*Base Rent. *Effective on the ExpansionPremises Commencement Date, Section Three of the Lease, entitled “Rent”,shall be amended to provide that Minimum Rent from the Expansion PremisesCommencement Date through the extended Term shall be $1,372,512.84, to bepayable in monthly installments in accordance with the following rent schedule (whichshall replace the rent schedule provided in the amended Lease):

 
| **MONTHS**      | ** ** | **Original  Premises  Monthly Rent** | ** **       | **Expansion  Premises  Monthly Rent** | ** ** | **Total Monthly  Rent** | ** ** | **Cumulative Rent** | ** ** |
|-----------------|------------|--------------------------------------|------------------|---------------------------------------|------------|-------------------------|------------|---------------------|------------|
| 4/1/06-3/31/07  |       | $                                    | 12,823.85        |                                  | $          | 6,315.33                |       | $                   | 19,139.18  |   | $ | 229,670.16 |   |
| 4/1/07-3/31/08  |       | $                                    | 13,112.39        |                                  | $          | 6,457.43                |       | $                   | 19,569.82  |   | $ | 234,837.84 |   |
| 4/1/08-3/31/09  |       | $                                    | 13,407.42        |                                  | $          | 6,602.72                |       | $                   | 20,010.14  |   | $ | 240,121.68 |   |
| 4/1/09-3/31/10  |       | $                                    | 13,709.09        |                                  | $          | 6,751.28                |       | $                   | 20,460.37  |   | $ | 245,524.44 |   |
| 4/1/10-3/31/11  |       | $                                    | 14,017.54        |                                  | $          | 6,903.19                |       | $                   | 20,920.73  |   | $ | 251,048.76 |   |
| 4/1/11-3/31/12  |       | $                                    | 0.00             |                                  | $          | 7,058.51                |       | $                   | 7,058.51   |   | $ | 84,702.12 |   |
| 4/1/12-3/31/13  |       | $                                    | 0.00             |                                  | $          | 7,217.32                |       | $                   | 7,217.32   |   | $ | 86,607.84 |   |
| **Total Rent:** | ** ** | **$**                                | **1,372,512.84** | ** **                            |
|                 |            |                                      |                  |                                       |            |                         |            |                     |            |  |  |  |  |  |  |  |  |  |

 

Theabove rent schedule does not include monthly deposits for taxes, insuranceand common area maintenance to be computed annually in accordance with Exhibit Eto this Lease.

 

4.*Brokers’ Commissions.*  Section 29 of the Lease, entitled “LeasingCommissions”, shall be amended to provide that Tenant has not dealt with anyreal estate broker, finder or other person with respect to this Fourth Amendmentand the lease of the Expansion Premises, except for CB Richard Ellis, throughJohn Daly.

 

5.*Option to Renew.*  Tenant shall have the following threeoptions:

 

1.               Effective on theExpansion Premises Commencement Date, Exhibit G, Section Four (the “ExtensionRight”), shall be amended to extend Tenant’s option so that it has the rightand option to extend the Lease of the Original Premises for an additional two yearterm upon the expiration of the Original Premises Term, upon written notice toLandlord given two hundred seventy (270) days prior to the commencement of theextension period under the terms and conditions stated in Exhibit G, Section Four,as amended by the Second Amendment.  Perthis Lease, any renewal or extension of the Term at the “then current marketrate” shall employ the definition contained in Exhibit C of “Fair MarketRate”.

 

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2.               The Extension Rightshall be amended to provide that if Tenant exercises its Early TerminationRight on its lease of the Expansion Premises, it may extend the Lease of theOriginal Premises for an additional five year term, upon written notice toLandlord given two hundred seventy (270) days prior to the commencement of theextension period under the terms and conditions stated in Exhibit G, Section Four,as amended by the Second Amendment.  Perthis Lease, any renewal or extension of the Term at the “then current marketrate” shall employ the definition contained in Exhibit C of “Fair MarketRate”

 

3.               The Extension Rightshall be amended to provide that upon the expiration of the Expansion PremisesTerm, Tenant shall have the right and option to extend the Lease of either allof the Premises or the Original Premises, upon written notice to Landlordprovided at least one year prior to the commencement of the extension periodunder the lesser of market terms and conditions (as defined in Exhibit C)or increased Rent of 2.25% with annual increases of 2.25%.

 

6.*Termination Option.*  Effective on the Expansion PremisesCommencement Date, the following, “Termination Option”, shall be incorporatedinto Section Five of Exhibit G., of the Lease:

 

Tenantmay elect to terminate its lease of the Expansion Premises (“Termination Option”)effective as of on the last day of the month that is sixty full months afterthe Expansion Premises Commencement Date (the “Early Termination Date”), bygiving Landlord written notice (“Tenant’s Notice”) at least nine months priorto the Early Termination Date, provided that: (1) on or before the EarlyTermination Date, Tenant has paid Landlord all amounts due and owing under theLease; and (2) Tenant pays to Landlord concurrently with Tenant’s Notice atermination fee equal to: (i) fifteen percent of Tenant’s remaining rentalobligation for the lease of the Expansion Premises, plus (ii) theunamortized portion of Landlord’s Costs calculated by amortizing Landlord’sCosts over the Term on a daily basis, plus interest thereon at the rate of 9%per annum. “Landlord’s Costs” means Landlord’s costs of tenant improvementcosts, the remainder of any amortized tenant improvements costs and brokeragecommissions. Tenant’s right to exercise the Termination Option is conditionedon Tenant not being in default or assigned its interest in the Lease (unlessthe assignment is to an affiliate or subsidiary of Tenant) at the time ofexercise of the Termination Option or on the Early Termination Date.  If the Termination Option is timelyexercised, Tenant will deliver possession of the Expansion Premises to Landlordon the Early Termination Date in accordance with the terms of the Lease and allother terms and provisions will apply as if the Lease had expired according toits terms, including Tenant’s obligation for payment of any expensesattributable to periods prior to the Early Termination Date at such time assuch obligation is determined. If Tenant fails to timely give notice, Tenantwill be deemed to have waived its right to terminate under this Paragraph.

 

7.*ExpansionPremises Improvements.*  The attached Workletter is incorporated intothe Lease for the purpose of making improvements to the Expansion Premises.

 

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8.*Notices. *All notices to be sent to the Raleigh facility address with a copy to:

 

Sento Corporation

420 E South Temple Suite 400

Salt Lake City, UT 84111

Attention:  Mr. AnthonySansone, Chief Financial Officer

 

9.*Miscellaneous. *The foregoing is intended to be anaddition and a modification to the Lease. Unless otherwise defined herein, allcapitalized terms used in this Fourth Amendment shall have the same definitionsascribed in the Lease.  Except asmodified and amended by this Fourth Amendment, the Lease shall remain in fullforce and effect.  If anything containedin this Fourth Amendment conflicts with any terms of the Lease, then the termsof this Fourth Amendment shall govern and any conflicting terms in the Leaseshall be deemed deleted in their entirety.

 

10.*Acknowledgment.*   Landlord and Tenant acknowledge that theother party has complied with all of its obligations under said Lease to date,and, to the extent not expressly modified hereby, all of the terms andconditions of said Lease shall remain unchanged and in full force and effect.

 

  IN WITNESS WHEREOF, Tenant and Landlordhave caused this instrument to be executed as of the date first above written,by their respective officers or parties thereunto duly authorized.

 

Tenant:

 
| **SENTO  CORPORATION**                           |   |
|--------------------------------------------------|--------|
| a Delaware  corporation                          |   |
|                                             |   |
| By:                                              |   |   |   |
| Name:                                            |   |   |   |
| Title:                                           |   |   |   |
|                                             |   |
| Date:                                            |   |   |   |
|                                             |   |
| Landlord:                                        |   |
|                                             |   |
| **AP  SOUTHEAST PORTFOLIO PARTNERS, LP**         |   |
| a Delaware  limited partnership                  |   |
| By: Highwoods Properties, Inc., its manager |   |
| a Maryland corporation                           |   |
|                                             |   |
| By                                               |   |   |   |
| Robert G. Cutlip, Senior Vice President          |   |
| and Regional Manager                             |   |
|                                             |   |
|                                             |   |
| Corporate Seal:                                  |   |
|                                                  |        |  |  |  |  |  |

 

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