**Exhibit10.5**

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**SECONDAMENDMENT TO LEASE AGREEMENT**

 

This SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”)madeand entered into on this 9th day of December, 2005, by and between BAY PACIFICCORPORATION, hereinafter referred to as “Landlord,” and SENTO CORPORATION (“Tenant”).  All capitalized terms not otherwise definedherein shall have the meanings given to such terms in the lease (as definedbelow).

 

**RECITALS**

 

WHEREAS, on April 22, 2005, Landlord and Tenantentered into a certain Lease Agreement (the “Lease”) providing for the Lease byLandlord to Tenant of the certain demised Premises (“Leased Premises”)containing approximately 8,397 gross rentable square feet, located on the 4thfloor of the office building (the “Building”) at 420 East South Temple, Suite400, Salt Lake City, Utah for the rental and on the terms and conditions moreparticularly setforth in said Lease Agreement; and

 

WHEREAS, the parties entered into that certain FirstAmendment to Lease Agreement dated November 16, 2005 whereby Tenant expanded itspremises by an additional 3,655 rentable square feet (“First Amendment”); and

 

WHEREAS, the parties hereto desire to amend the Leasein certain respects among other things, Tenant desires to expand the Premisesby an additional 792 rentable square feet.

 

NOW, THEREFORE, for and in consideration of the mutualpromises herein contained, the parties hereto agree that the said LeaseAgreement shall be and the same is hereby amended as follows:

 

1.                                       **Article 1(a) Premises.**  That certain floor area containingapproximately 12,052 gross rentable square feet (the “Leased Premises”) on the4th floor shall be expanded by 792 contiguous rentable square feet so the totalsquare footage for the Leased Premises shall be 12,844 described on Exhibit Aattached hereto by this reference incorporated herein.

 

2.                                       **Article 1(d) Parking.**  The use of 48 unreserved parking stalls inthe covered parking structure shall be increased by 4 stalls so the totalnumber of nonexclusive parking stalls shall be 52 (this is a ratio of four (4)parking stalls per every 1,000 rentable square feet under lease).

 

3.                                       **Article 3.1 Basic Rental Payments.**   Basic Annual Rent as described in paragraph3.1 is hereby amended and replaced in its entirety by the following.

 

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3.1           Basic Annual Rent.  Tenantagrees to pay to Landlord as basic annual rent (the “Basic Annual Rent”) atsuch place as Landlord may designate, without prior demand therefore andwithout any deduction or set off whatsoever the following

 
| **Year**                     | ** ** | **Annual NNN Rate  Per Sq. Ft. Per Year** | ** ** | **Rentable  Sq. Ft.** | ** ** | **Annual Triple Net (NNN) Rent Per Year** | ** ** |
|------------------------------|------------|-------------------------------------------|------------|-----------------------|------------|-------------------------------------------|------------|
|                         |       |                                      |       |                  |       |                                      |       |
| Jan. 1,2006 - June 30, 2006  |       | $                                         | 10.00      |                  | 12,844     |                                      | $          | 64,220.00 |   |
| July 1, 2006 - June 30, 2007 |       | 10.25                                     |       | 12,844                |       | 131,651.00                                |       |
| July 1, 2007 - June 30, 2008 |       | 10.51                                     |       | 12,844                |       | 134,990.44                                |       |
| July 1, 2008 - June 30, 2009 |       | 10.77                                     |       | 12,844                |       | 138,329.88                                |       |
| July 1, 2009 - June 30, 2010 |       | 11.04                                     |       | 12,844                |       | 141,797.76                                |       |
| July 1, 2010 - June 30, 2011 |       | 11.31                                     |       | 12,844                |       | 145,265.64                                |       |
|                              |            |                                           |            |                       |            |                                           |            |  |  |

 

SaidBasic Annual Rent shall be due and payable in twelve (12) equal monthlyinstallments with the exception of January 1, 2006 through June 30, 2006 whichshall be payable in six (6) equal installments to be paid in advance on orbefore the first day of each calendar month during the term of the Lease.

 

4.                                       **Additional Rent (c).**  EstimatedCosts as defined in Article 4.1(c) shall be changed from $69,299.00 to$73,853.00.

 

5.                                       **Article 4.1(d).**  Tenant’sProportionate Share of Basic Costs shall be increased from 8.55% to 9.12%.

 

6.                                       **Tenant Improvements**.  Landlordshall cause to be constructed tenant improvements in the Leased Premises asidentified on Exhibit A attached hereto and by this reference made a parthereof, using agreed upon material in a timely and workmanlike mannerdiligently prosecuting until complete. Landlord shall provide an allowance (in addition to any previous tenantimprovement allowance afforded in Amendment One) to complete such improvementsin an amount not to exceed $18,117.00. Any amount exceeding $18,117.00 shall be the responsibility of Tenant.  The $18,117.00 may be used for hard and softconstruction costs, wiring, cabling, or furniture, fixtures, andequipment.  The $18,117.00 may be usedfor tenant improvements on the original expansion space per Amendment One ormay be converted into rent abatement at Tenant’s election.  Any furniture, fixtures, and equipmentprovided by Tenant in addition to the aforementioned improvement allowanceshall remain the property of Tenant upon termination of the Lease.

 

7.                                       **Commencement Date.**  This Amendment shall take effect and rentshall commence per the schedule above as the new Article 3.1 of the Lease onthe latter of January 1, 2006 or 

 

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“Substantial Completion”(per Section 3 of the Rider to the Lease) of tenant improvements.  “Substantial Completion” to be defined as thedelivery by the appropriate municipal authority of Temporary Certificates ofOccupancy.

 

All of the terms,covenants, provisions and agreements of the said Lease dated April 22, 2005 andas amended November 16, 2005 and as amended herein shall remain in full forceand effect.

 

IN WITNESS WHEREOF, THISAMENDMENT has been executed the day and year first above written.

 
|   | LANDLORD: |   | BAY PACIFIC CORPORATION |
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|   | TENANT:   |   | SENTO CORPORATION       |
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|   |      |   | By:                     |   |   |
|   |      |   | Its:                    |   |   |

 

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