**Exhibit10.2**

**LEASE AMENDMENT NUMBER THREE**

**TENANT MUSTPROVIDE CERTIFICATE OF GOOD STANDING PRIOR TO LANDLORD SIGNING THE AMENDMENT.**

ThisLEASE AMENDMENT NUMBER THREE entered into this 1ST day of APRIL, 2005 (the “ThirdAmendment”), by and between **AP SOUTHEASTPORTFOLIO PARTNERS,****L.P.**, aDelaware limited partnership (the “Landlord”) and **SENTO CORPORATION**,a Utah corporation, successor in interest to Xtrasource, Inc. (the “Tenant”).

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

WHEREAS, Tenant’s predecessorand Landlord’s predecessor entered into that certain Office-Warehouse LeaseAgreement dated January 14, 1995 (the “Original Lease”), as amended by thatcertain First Amendment to Lease dated August 22, 1995 (the “First Amendment”),as further amended by that certain Lease Amendment Number Two dated May 17,1999 (the “Second Amendment”); and

WHEREAS, Landlord and Tenant’spredecessor entered into a Lease Assignment and Assumption of Tenant’sInterest, whereby the Lease was assigned by Customer Access Resources, Inc., toXtraSource, Inc., pursuant to a Lease Assignment and Assumption of Tenant’s Interestdated May 9, 2000 (the “Assignment Agreement”);

WHEREAS, the Lease wasassigned to Tenant pursuant to a Lease Assignment and Assumption of Tenant’sinterest dated November, 2004 (the “Second Assignment Agreement”) (the OriginalLease, First and Second Amendments, Assignment Agreement and Second AssignmentAgreement collectively referred to as the “Lease”), for space comprisingapproximately 21,500 square feet, located at 3645 Trust Drive, City of Raleigh,County of Wake, State of North Carolina; and

WHEREAS, the parties heretodesire to alter and modify said Lease in the manner hereinafter set forth,

NOW THEREFORE, inconsideration of the mutual and reciprocal promises contained herein and forother good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, Landlord and Tenant hereby agree to amend the Lease asfollows:

1.               *Term.*Effective onApril 1, 2005, Section Two of the Lease, entitled “Term”, shall be amended toextend the Lease so that it expires on August 31, 2010.

2.               *Security Deposit.*Effective onApril 1, 2005, Subsection 3 (f) (iii), shall be amended to provide that the sumto be held by Landlord shall be $0.00. Landlord shall refund any deposit beingheld by it on Tenant’s behalf thirty days after the signing of the ThirdAmendment.

3.               *Base Rent.*Effective onApril 1, 2005, Section Three of the Lease, entitled “Rent”, shall be amended toprovide that Minimum Rent during the extended Term shall be $794,512.39, to bepayable in equal monthly installments in accordance with the following rentschedule (which shall replace the rent schedule provided in the amended Lease):

 
| **MONTHS**     | ** ** | **MONTHLY RENT** | ** ** | **CUMULATIVE RENT** | ** **     |
|----------------|------------|------------------|------------|---------------------|----------------|
| 4/1/05-8/31/05 |       | $                | 0.00       |                | $              | 0.00 |   |
| 9/1/05-3/31/06 |       | $                | 12,541.67  | ** **          | $              | 87,791.69 |   |
| 4/1/06-3/31/07 |       | $                | 12,823.85  |                | $              | 153,886.25 |   |
| 4/1/07-3/31/08 |       | $                | 13,112.39  |                | $              | 157,348.69 |   |
| 4/1/08-3/31/09 |       | $                | 13,407.42  |                | $              | 160,889.04 |   |
| 4/1/09-3/31/10 |       | $                | 13,709.09  |                | $              | 164,509.04 |   |
| 4/1/10-8/31/10 |       | $                | 14,017.54  | ** **          | $              | 70,087.71 |   |
| ** **     | ** ** | **BASE  RENT:**  | ** ** | **$**               | **794,512.39** | ** ** |

 

The above rent schedule doesnot include monthly deposits for taxes, insurance and common area maintenanceto be computed annually in accordance with Exhibit E to this Lease.

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*4.**             **Rent.*Effective onApril 1, 2005, Section Three of the Lease, entitled “Rent”, shall be amended toprovide that Additional Rent shall not increase by more than 5% annually (to becompounded over the extended Term).

5.               *Alterations andImprovements.*Section Ten of the Lease, entitled “Alterations andImprovements”, shall be amended as follows:

A.                                   To provide that Tenant shallhave the right to install a separate security system in the Premises; providedthat Landlord has the right to approve the system installed and Tenant shall beresponsible for maintenance of the system and its removal (and restoration ofthe area from which it is removed) upon the expiration or termination of theLease.

B.                                     To provide that Tenant shallhave the right to install equipment on the Building roof, subject to Landlord’sprior approval, which may be conditioned upon Tenant entering Landlord’sstandard rooftop license agreement or amendment.

C.                                     To provide that as acondition to the extension of the Lease, Landlord shall replace three of theHVAC units currently serving the Premises with equally sized units.

6.               *Use**ofPremises; Compliance with Legal Requirements.*Section Four of the Lease,entitled “Use of Premises; Compliance with Legal Requirements”, shall beamended as follows:

A.                                   Tenant shall have the rightto use the Premises for office use, as a call center and for administrativepurposes related to its business. Tenant may be allowed to use the Premises forany other legal purposes with Landlord’s prior consent, which shall not beunreasonably withheld.

B.                                     To provide that Landlord, atits sole cost, shall construct, maintain and operate the Building common areasand property in accordance with applicable governmental regulation, codes,rules and laws, including the Americans with Disabilities Acts. In addition, tothe best of Landlord’s knowledge, Landlord represents that the Building andproperty are free of all hazardous materials, including PCBs and asbestos, andthat the Building and property shall be maintained in compliance withenvironmental laws, rules and regulations.

7.               *Estoppel Certificates;Financial Statements.*Section 19 of the Lease, entitled “EstoppelCertificates; Financial Statements”, shall be amended to provide that Landlordwill deliver to Tenant a non-disturbance agreement, if the Building is eversubject to a mortgage or deed of trust, on the Lender’s standard form, so thatTenant’s occupancy will not be disturbed in the event of a sale, foreclosure orother event of transfer.

8.               *Notices.*The rent paymentaddress for Landlord, provided in the Lease shall change to the following:

 
| RENT  PAYMENT |       |                                    |
|---------------|------------|-----------------------------------------|
| ADDRESS:      | ** ** | **AP SOUTHEAST PORTFOLIO PARTNERS, LP** |
|          |       | P.O. Box 409412                         |
|          |       | Atlanta, Georgia 30384                  |

 

9.               *Brokers’ Commissions.*Section 29 ofthe Lease, entitled “Leasing Commissions”, shall be amended to provide thatTenant has not dealt with any real estate broker, finder or other person withrespect to this Third Amendment and the extension of the Lease, except for CBRichard Ellis, through John Daly.

10.         *TenantImprovement Allowance.*Section Three of Exhibit G. shall be amendedto provide that Landlord shall grant Tenant a Tenant Improvement Allowance ofup to $13.00 per square foot (the “Allowance”) which Tenant shall use at thebeginning of the extended Term to make Building-standard improvements to the Premisesin accordance with the requirements of Section Ten of the Lease, entitled “Alterationsand Improvements”. The Allowance may be used for the construction of theimprovements and related costs, including, but not limited to architectural anddesign fees, engineering fees, and the costs of external signage. Tenant shallhave the right to hire its own contractor to do the construction work, so longas Landlord is given the opportunity to approve the nature of the construction(including architectural and engineering plans), which will not be unreasonablywithheld and that the contractor follows Landlord’s Construction Rules andSpecifications. The punchlist for the construction work shall be completed withLandlord’s participation. Tenant shall pay Landlord a $5,000.00 constructionsupervision fee. Landlord shall pay up to 80% of the Allowance upon the receipt

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from**Tenant of copies of**paid invoicesfor the construction work. Upon the completion of the construction, Landlordshall pay Tenant the last 20% of the Allowance within thirty days of thereceipt from Tenant of (i) final releases of lien from all contractors,subcontractors and materialmen performing any work or providing any materialsfor the Tenant Improvements, and from any lienors giving notice required underlaw; (ii) a final contractor’s affidavit from the general Contractor inaccordance with applicable law; and (iii) any supporting documentationevidencing final completion and payment of the Tenant Improvements reasonablyrequested by Landlord. At the beginning of the Term, during the period in whichimprovements are being made to the Premises, Landlord shall grant Tenant theopportunity to use Suite 3661, containing approximately 9,473 square feet, asshown in Exhibit B-1 attached for the operation of its business. The terms ofthe Lease shall apply to Tenant’s use, except for the obligation to pay Rent(including Additional Rent). Tenant’s right to use the vacant space shallcommence as mutually agreed upon between the parties and expire on the earlierof substantial completion of the improvements or August 31, 2005.

11.         *Right ofRefusal.*Effective on April 1, 2005, the following “Right ofRefusal” shall replace Exhibit G, Section Two, entitled “Expansion Space”, asamended in the Second Amendment:

Landlord grants Tenant aRight of Refusal (the “Right of Refusal”) to lease approximately 9,473 squarefeet of space contiguous to the Premises (the “Right of Refusal Space”) asdepicted on Exhibit B-1 attached hereto when the space becomes vacant andavailable on the following basis:

A.            Tenant has five (5) days after beingnotified by Landlord that Landlord has received or negotiated a bona fide offerfor the lease of the Right of Refusal Space (“Landlord’s Refusal Notice”)within which to give Landlord its notice of its election to exercise its Rightof Refusal as to such space (“Tenant Refusal Notice”). Tenant must lease all ofthe Right of Refusal Space that is subject to the bona fide offer and not onlya portion thereof.

B.            If Tenant does not timely givenotice to Landlord, it will be conclusively presumed that Tenant has waived itsRight of Refusal, Landlord shall be free to lease the Right of Refusal Space toanyone whom it desires and Tenant will have no further rights to the Right ofRefusal Space

C.            The Right of Refusal Space will beoffered to Tenant for a term coterminous with the Term and upon the exact sameterms as that being offered the third-party pursuant to the bona fide offer(except for any adjustment that must be made because the term in the bona fideoffer is different than the remaining period of the Lease) . After exerciseof the Right of Refusal, the parties will execute an amendment to the Leaseevidencing the addition of such space.

D.            Unless expressly waived by Landlord,Tenant’s Right of Refusal is conditioned on: (i) Tenant not being in defaultunder the Lease at the time of exercise of the Right of Refusal or on the datethat Tenant’s occupancy of the Offered Space is scheduled to commence; (ii)Tenant not having vacated or subleased more than 25% of the Premises orassigned its interest in the Lease at the time it exercises the Right ofRefusal or on the date that Tenant’s occupancy of the Offered Space isscheduled to commence; (iii) Tenant’s financial condition not having materiallyadversely changed since the Effective Date and (iv) there being at least twoyears remaining in the Term.

E.             Tenant’s Right of Refusal onlyaccrues when the Right of Refusal Space becomes vacant and available. It doesnot apply to the renewal or extension of a lease, even if the lease beingextended does not contain a written extension or renewal right.

12.         *Option toRenew.*Effective on April 1, 2005, Exhibit G, Section Four, shall be amended toextend Tenant’s option so that it has the right and option to extend the Leasefor an additional five year term upon the expiration of the extended Term, uponwritten notice to Landlord two hundred seventy (270) days prior to thecommencement of the extension period under the terms and conditions stated inExhibit G, Section Four, as amended by the Second Amendment.

13.         *TerminationOption.*Section Five of Exhibit G., as amended, entitled “TerminationOption”, shall be deleted from the Lease in its entirety.

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14.         *Miscellaneous.*The foregoing is intended to be an addition and a modification to theLease. Unless otherwise defined herein, all capitalized terms used in thisThird Amendment shall have the same definitions ascribed in the Lease. Exceptas modified and amended by this Third Amendment, the Lease shall remain in fullforce and effect. If anything contained in this Third Amendment conflicts withany terms of the Lease, then the terms of this Third Amendment shall govern andany conflicting terms in the Lease shall be deemed deleted in their entirety.

15.         *Acknowledgment.*Landlord and Tenant acknowledge that the other party has complied withall of its obligations under said Lease to date, and, to the extent notexpressly modified hereby, all of the terms and conditions of said Lease shallremain unchanged and in full force and effect.

IN WITNESS WHEREOF, Tenantand Landlord have caused this instrument to be executed as of the date firstabove written, by their respective officers or parties thereunto dulyauthorized.

Tenant:

**SENTOCORPORATION**a Delaware corporation 
|    |                        |      |   |
|---------|-----------------------------|-----------|--------|
|    |                        |      |   |
| By:     | /s/  PATRICK A. O’NEAL |      |   |
| Name:   | PATRICK  A. O’NEAL     |      |   |
| Title:  | PRESIDENT  & CEO        |      |   |
|    |                        |      |   |
| Date:   | APRIL  1, 2005              |      |   |
|    |                        |      |   |
| Attest: | /s/  Cynthia A Morgan       |      |   |
|    | Cynthia  A. Morgan          | Secretary |   |

 
| Corporate  Seal: |  |
|------------------|--|

 

 

Landlord:

**AP SOUTHEASTPORTFOLIO PARTNERS, LP**a Delaware limited partnership

By: Highwoods Properties,Inc., its manager a Maryland corporation

 
|    |                                                                    |                 |   |
|---------|-------------------------------------------------------------------------|----------------------|--------|
| By:     | /s/  Robert G. Cutlip                                                   |                 |   |
| Title:  | Robert  G. Cutlip, Senior Vice President and Regional Manager |                 |
|    |                                                                    |                 |   |
| Date:   | 4/5/05                                                                  |                 |   |
|    |                                                                    |                 |   |
| Attest: |                                                                    |                 |   |
|    |                                                                    | Assistant  Secretary |   |
|         |                                                                         |                      |        |  |

 

 

 
| Corporate  Seal: |   |
|------------------|--------|

 

 

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**EXHIBIT B-1RIGHT OF REFUSAL SPACESuite 3661**

 

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| HIGHWOOD              | ONE NORTH COMMERCE |   |
|-----------------------|--------------------|--------|
| PROPERTIES            | 3645 TRUST DRIVE   |   |
| 2100  SMOKETREE COURT | RALEIGH, NC 27616  |   |
| SUITE  1100           |               |   |
| RALEIGH,  NC 27604    |               |   |
| 919.872.4924          |               |   |
| 919.876.2448  FAX:    |               |   |
|                  |               |   |

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