**Exhibit 10.2**

** **

 

USDA Loan IdentificationNo. 59-021-0870284979

 

MODIFICATIONOFAPROMISSORYNOTEWITHABLENDEDRATE

 

                WHEREAS,heretofore and under the date of **January 12, 2000, Sento Corporation, aUtahcorporation**, of **American Forks, Utah**(hereinafter called“Borrower”), made, executed and **delivered**to **WyomingIndustrialDevelopment Corporation** of **Casper,**Wyoming, one Promissory Note inthe original principal amount of $999,900.00 payable in 57 monthlypayments of $26,088.04 each, first to interest then to principal,commencing March 12, 2001, due the 12th of each month thereafter,with the balance of principal and interest due at maturity, with interest atthe rate therein provided, final maturity date of said Note being **November12, 2004**, and

 

                WHEREAS, it ismutually desirable, beneficial and agreeable to the parties hereto that therepayment terms of said Note be modified as hereinafter set out.

 

                NOW, THEREFORE, inconsideration of the mutual benefits inuring to each other, it is understoodand agreed, by and between the parties hereto, that the terms and conditions ofBorrower’s Note, as above described, are hereby modified as follows:

 

                The loan rateshall be a blended rate of **6.05** percent as a result of the **twenty**percent of the loan balance retained by the Lender, **Wyoming Industrial DevelopmentCorporation**accruing interest at the rate of **8.50**percent and the **eighty** percent guaranteed portion ofthe loan balance sold to the Wyoming State Treasurer accruing interest at therate of **5.43** percent for a period of (60) months from the **date ofassignment to the Wyoming State Treasurer** and as more fully setforth below.

 

                Installments,including principal and interest, each in the amount of **$20,103.33** payablemonthly commencing on the twelfth of the first full month subsequent to thedate of said assignment. The balance of principal and interest at the end ofthe sixty (60) month period referred to above, or at such time as said Note isno longer assigned to the Treasurer, shall be amortized with monthly principaland interest payments sufficient to fully amortize the remaining loan balanceover the remaining term of the loan. Interest shall be a rate of 2.75%over New York prime as quoted in the Wall Street Journal. If this loan isassigned to the Small Business Administration, the interest rate of 2 75%over New York prime shall become effective not later than the day before thedate of the assignment of the Note to the Small Business Administration.

 

                Commencing withthe sixty first (61) month following assignment to the Wyoming State Treasurer,the interest rate shall become fixed for the remaining term of the loan at arate equal to *2.75%*over New York prime as quoted in the Wall StreetJournal computed as of the first business day of the sixty first (61) monthsubsequent to assignment to the Wyoming State Treasurer. Monthly installmentsof principal and interest shall be sufficient to fully amortize the remainingterm of the loan.

 

                Borrower agrees topay a late charge equal to 5% of the payment amount due if such paymentis not received within 15 days of the due date.

 

                Borrower shallhave the exclusive right to prepay any installment of principal and interest ormultiples thereof prior to maturity date without penalty but if said payment ismore than twenty (20) percent of the outstanding balance borrower will berequired to provide Lender within fifteen (15) days prior notice thereof.

                If the collateralfor this loan should be sold or otherwise transferred, or any interest of theBorrower is transferred at voluntary or judicial sale or otherwise, or if anypart thereof should be so transferred without the agreement of the WyomingState Treasurer, then the Wyoming State Treasurer shall have the right afterreasonable consideration, and upon thirty (30) days written notice, toterminate the subsidized rate. The interest rate of the Note shall then go to arate equal to 2.75% over New York prime, as quoted in the Wall StreetJournal, computed on the last business day of the month preceding the State’swritten notice of refusal and shall continue on the entire outstanding loanbalance for the remaining term of the loan.

 

                It is furtherunderstood and agreed that all other terms, conditions and covenants of theaforesaid Note, not otherwise modified hereby, shall be and remain the same,and that this Agreement, when executed by the parties hereto, shall be attachedand become a part of the original Note, and shall have the same force andeffect as if the terms and conditions hereof were originally incorporated in theNote, prior to its execution thereof.

 

                IN WITNESS WHEREOFthis Agreement is executed by the undersigned parties as of the 9thday of April, 2001.

 
| Sento  Corporation                                       |   |
|----------------------------------------------------------|--------|
|                                                     |   |
| BY:                                                      |   |   | Date: April 9, 2001 |
| Stanley J.  Cutler, Corporate Controller & Secretary |   |
|                                                     |   |
| ACCEPTED BY:                                             |   |
|                                                     |   |
|                                                     |   |
|                                                     |   | Date: April 9, 2001 |
| Diane Johnston, President                                |   |
| Wyoming Industrial Development Corporation               |   |
|                                                          |        |  |  |  |

 

THE GUARANTEED PORTION OF THIS NOTE HAS BEEN SOLD TO A

REGISTERED HOLDER FOR VALUE.

 

 
| Date:  April  9, 2001 | BY:    |                                 |
|----------------------------|--------|--------------------------------------|
|                       |   | Diane Johnston, President            |
|                       |   | Wyoming Industrial Development Corp. |