**Exhibit 10.1**

** **

**SiliconValley Bank**

**Amendment to Loan Documents**

** **
| **Borrower:** | ** ** | **Sento  Corporation**                                            |
|---------------|------------|-------------------------------------------------------------------|
|          |       | **Sento  Technical Services Corporation**                         |
| ** **    |       | **Xtrasource  Acquisition, Inc.**                                 |
| ** **    |       | ** **                                                        |
| **Date:**     | ** ** | **Effective  as of January      , 2006** |

 

**THIS AMENDMENT TO LOAN DOCUMENTS**is enteredinto between Silicon Valley Bank (“Silicon”) and the borrowers named above(collectively, the “Borrower”).

 

The Partiesagree to amend the Loan and Security Agreement between them, dated April 15,2003 (as otherwise amended, if at all, the “Loan Agreement”), as follows,effective as of the date hereof. (Capitalized terms used but not defined in this Amendment shall have themeanings set forth in the Loan Agreement.)

 

**1.****                                      Fee. **In consideration for Silicon enteringinto this Amendment, Borrower shall pay Silicon the loan fees set forth in theThird Amended and Restated Schedule to Loan and Security Agreement, plusSilicon’s out-of-pocket expenses incurred by Silicon in connection with thisAmendment.  Such fees shall benon-refundable and in addition to all interest and other fees payable toSilicon under the Loan Documents. Silicon is authorized to charge said such fees to Borrower’s loanaccount.

 

**2.****                                      ThirdAmended and Restated Schedule to Loan and Security Agreement.**  The Second Amended and Restated Schedule toLoan and Security Agreement dated as of March 31, 2005, is amended andsuperseded by the Third Amended and Restated Schedule to Loan and SecurityAgreement executed contemporaneously herewith.

 

**3.****                                      Limitationof Amendments.**

 

3.1                                 Theamendments set forth in the Third Amended and Restated Schedule to Loan andSecurity Agreement are effective for the purposes set forth therein and shallbe limited precisely as written and shall not be deemed to (a) be a consent toany amendment, waiver or modification of any other term or condition of anyLoan Document, or (b) otherwise prejudice any right or remedy which Silicon maynow have or may have in the future under or in connection with any LoanDocument.

 

3.2                                 ThisAmendment and the Third Amended and Restated Schedule to Loan and SecurityAgreement shall be construed in connection with and as part of the LoanDocuments and all terms, conditions, representations, warranties, covenants andagreements set 

 

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forth in the Loan Documents,except as herein amended, are hereby ratified and confirmed and shall remain infull force and effect.

 

**4.****                                      Representationsand Warranties.**  To induce Silicon toenter into this Amendment and the Third Amended and Restated Schedule to Loanand Security Agreement, Borrower hereby represents and warrants to Bank asfollows:

 

4.1                                 Immediatelyafter giving effect to this Amendment and the Third Amended and RestatedSchedule to Loan and Security Agreement (a) the representations and warranties containedin the Loan Documents are true, accurate and complete in all material respectsas of the date hereof (except to the extent such representations and warrantiesrelate to an earlier date, in which case they are true and correct as of suchdate), and (b) no Event of Default has occurred and is continuing;

 

4.2                                 Borrowerhas the power and authority to execute and deliver this Amendment and the ThirdAmended and Restated Schedule to Loan and Security Agreement and to perform itsobligations under the Loan Agreement, as amended by this Amendment;

 

4.3                                 Theorganizational documents of Borrower delivered to Silicon remain true, accurateand complete and have not been amended, supplemented or restated and are andcontinue to be in full force and effect;

 

4.4                                 Theexecution and delivery by Borrower of this Amendment and the Third Amended andRestated Schedule to Loan and Security Agreement and the performance byBorrower of its obligations under the Loan Agreement, as amended by thisAmendment and the Third Amended and Restated Schedule to Loan and SecurityAgreement, have been duly authorized;

 

4.5                                 Theexecution and delivery by Borrower of this Amendment and the Third Amended andRestated Schedule to Loan and Security Agreement and the performance byBorrower of its obligations under the Loan Agreement, as amended by thisAmendment and the Third Amended and Restated Schedule to Loan and SecurityAgreement, do not and will not contravene (a) any law or regulation binding onor affecting Borrower, (b) any contractual restriction with a Person binding onBorrower, (c) any order, judgment or decree of any court or other governmentalor public body or authority, or subdivision thereof, binding on Borrower, or(d) the organizational documents of Borrower;

 

4.6                                 Theexecution and delivery by Borrower of this Amendment and the Third Amended andRestated Schedule to Loan and Security Agreement and the performance byBorrower of its obligations under the Loan Agreement, as amended by thisAmendment and the Third Amended and Restated Schedule to Loan and SecurityAgreement, do not require any order, consent, approval, license, authorizationor validation of, or filing, recording or registration with, or exemption byany governmental or public body or authority, or subdivision thereof, bindingon either Borrower, except as already has been obtained or made; and

 

4.7                                 ThisAmendment and the Third Amended and Restated Schedule to Loan and SecurityAgreement have been duly executed and delivered by Borrower and is the bindingobligation of Borrower, enforceable against Borrower in accordance with itsterms, except as 

 

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such enforceability may belimited by bankruptcy, insolvency, reorganization, liquidation, moratorium orother similar laws of general application and equitable principles relating toor affecting creditors’ rights.

** **

**5.****                                      Counterparts. **This Amendment and the Third Amended andRestated Schedule to Loan and Security Agreement may be executed in any numberof counterparts and all of such counterparts taken together shall be deemed toconstitute one and the same instrument.

 

**6.****                                      Effectiveness.. **This Amendment shall be deemedeffective upon (a) the due execution and delivery to Bank of this Amendment andthe Third Amended and Restated Schedule to Loan and Security Agreement by eachparty hereto, and (b) Borrower’s payment of the loan fee set forth in the ThirdAmended and Restated Schedule to Loan and Security Agreement in an amount equalto $15,000 and Bank’s out-of-pocket expenses.

 

[Signature page follows]

 

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** **

**IN WITNESS WHEREOF,** the parties hereto havecaused this Amendment to be duly executed and delivered as of the date firstwritten above.

 
| **Borrower:**                        | ** ** | **Silicon:**                   |
|-------------------------------------------|------------|--------------------------------|
| ** **                                | ** ** | ** **                     |
| **SENTO CORPORATION**                     | ** ** | **SILICON  VALLEY BANK**  |
| ** **                                | ** ** | ** **                     |
| **By**                                    | ** ** | ** **                     | ** ** | **By** | ** ** | ** ** |
| **President or Vice President**           | ** ** | **Title**                      | ** ** | ** ** |
| **By**                                    | ** ** | ** **                     | ** ** | ** ** |
| **Secretary or Ass’t Secretary**     | ** ** | ** **                     |
| ** **                                | ** ** | ** **                     |
| **Borrower:**                   |       |                           |
| ** **                                |       |                           |
| **SENTO  TECHNICAL SERVICES CORPORATION** |       |                           |
| ** **                                |       |                           |
| **By**                                    |       |                           |   |   |
| **President or Vice President**           |       |                           |
| **By**                                    |       |                           |   |   |
| **Secretary or Ass’t Secretary**     |       |                           |
| ** **                                |       |                           |
| **Borrower:**                             |       |                           |
| ** **                                |       |                           |
| **XTRASOURCE  ACQUISITION, INC.**         |       |                           |
| ** **                                |       |                           |
| **By**                                    | ** ** | ** **                     |   |   |
| **President or Vice President**           |       |                           |
| **By**                                    | ** ** | ** **                     |   |   |
| **Secretary or Ass’t Secretary**     |       |                           |
|                                           |            |                                |  |  |  |  |  |  |  |  |  |

 

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**SiliconValley Bank**

 

**Third Amended and Restated**

 

**Schedule to Loan and Security Agreement**

 
| **Borrower:** | **Sento Corporation**                                             |
|---------------|-------------------------------------------------------------------|
| ** **    | **Sento Technical Services Corporation**                          |
|          | **Xtrasource  Acquisition, Inc.**                                 |
|          | ** **                                                        |
| **Address:**  | **808 East Utah Valley Drive**                                    |
| ** **    | **American Fork, UT 84003**                                       |
|          |                                                              |
| **Date:**     | **Effective  as of January      , 2006** |

 

This **Third****Amended and Restated Schedule** forms anintegral part of the Loan and Security Agreement between Silicon Valley Bankand the Borrower dated April 15, 2003, including all amendments thereto, andamends and restates in its entirety the prior Second Amended and RestatedSchedule to Loan and Security Agreement (as previously amended, the “OriginalSchedule”), effective on the date hereof.

 

**1.  CREDIT LIMIT**
| (Section 1.1): |   | An amount  equal to the sum of 1, 2, 3, 4 and 5 below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|----------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|           |   | 1.  Accounts Loans. An amount not to exceed the lesser of: (i) **$3,000,000** at any one time outstanding (the “Maximum  Credit Limit”); or (ii) **80%** (the  “Advance Rate”) of the amount of Borrower’s Eligible Accounts (as defined in  Section 8 above).                                                                                                                                                                                                                                                                                                                 |   |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|           |   | Silicon may, from time to time, modify the Advance Rate, in its good  faith business judgment, upon notice to the Borrower, based on changes in  collection experience with respect to Accounts or other issues or factors  relating to the Accounts or other Collateral.                                                                                                                                                                                                                                                                                                                                    |   |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|           |   | plus                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|           |   | 2.  Term Loan #1. An  amount equal to the aggregate unpaid principal balance from time to time  outstanding of the Loan (“Term Loan #1”) being made concurrently herewith in  the original principal amount of **$750,000** to  refinance Borrower’s existing three term loans previously made by Silicon and  to replenish Borrower’s working capital provided for the purchase by Borrower  of new or used domestic Equipment acceptable to Silicon in its good faith  business judgment, including computer equipment, office equipment, lab  equipment, test equipment 

  |   |

 

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|   |   | and furnishings. To evidence Term Loan #1, Borrower shall deliver to  Silicon, at the time of the Term Loan #1 request, all invoices for the  Equipment which was previously purchased by the Borrower. The invoices cannot  be dated prior to October 1, 2003. Term Loan #1 shall be used only to  reimburse the Borrower for previously purchased Equipment and shall not  exceed **100%** of the invoice amount of such  Equipment approved from time to time by Silicon; provided that Borrower may  use up to, but not more than, **20%** of the  amount of Term Loan #1 for (i) the purchase or license of software, (ii)  leasehold improvements and (iii) other soft costs, including sales tax, freight  and installation expenses. Subject to and upon the terms and conditions of  this Agreement, Term Loan #1 will be made in one single disbursement. Term  Loan #1 cannot be repaid and reborrowed. Term  Loan #1 shall be repaid as provided for herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   |   | plus                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   |   | 3.  Term Loan #2. An  amount equal to the aggregate unpaid principal balance from time to time  outstanding of the Loans, (collectively, “Term Loan #2”) made from time to  time by Silicon to Borrower in a total amount not to exceed **$1,500,000** for the purchase by Borrower of new or used  domestic Equipment acceptable to Silicon in its good faith business judgment,  including computer equipment, office equipment, lab equipment, test equipment  and furnishings. To evidence each Term Loan #2, Borrower shall deliver to  Silicon, at the time of each Term Loan #2 request, an invoice for the  Equipment (a) to be purchased or (b) which was previously purchased by the  Borrower. The Loan request with respect to any particular Equipment must be  made within 90 days of the date such Equipment was purchased. Each Term Loan  #2 shall be used only to (a) purchase Equipment or (b) reimburse the Borrower  for previously purchased Equipment and shall not exceed **100%**  of the invoice amount of such Equipment approved from time to time by  Silicon; provided that Borrower may use up to, but not more than, **25%** of the amount of each Term Loan #2 for (i) the  purchase or license of software, (ii) leasehold improvements and (iii) other  soft costs, including sales tax, freight and installation expenses. Subject  to and upon the terms and conditions of this Agreement, Term Loan #2 shall be  available through March 31, 2005 (the “Term Loan #2 Availability End Date”).  Term Loan #2 shall be made in disbursements of not less than **$100,000** each. Term Loan #2 cannot be repaid  and reborrowed. Term Loan #2 shall be repaid  as provided for herein. |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   |   | plus                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   |   | 4.  Term Loan  #3. An amount equal to the  aggregate unpaid principal balance from time to time outstanding of the Loans  (collectively, “Term Loan #3”) made from time to time by Silicon to Borrower  in a total amount not to exceed **$1,000,000**  for the purchase by Borrower                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |

 

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|   |   | of new or used domestic Equipment acceptable to Silicon in its good  faith business judgment, including computer equipment, office equipment, lab  equipment, test equipment and furnishings. To evidence each Term Loan #3,  Borrower shall deliver to Silicon, at the time of each Term Loan #3 request,  an invoice for the Equipment (a) to be purchased or (b) which was previously  purchased by the Borrower. The Loan request with respect to any particular  Equipment must be made within 90 days of the date such Equipment was  purchased. Each Term Loan #3 shall be used only to (a) purchase Equipment or  (b) reimburse the Borrower for previously purchased Equipment and shall not  exceed **100%** of the invoice amount of such  Equipment approved from time to time by Silicon; provided that Borrower may  use up to, but not more than, **25%** of the amount  of each Term Loan #3 for (i) the purchase or license of software, (ii)  leasehold improvements and (iii) other soft costs, including sales tax,  freight and installation expenses. Subject to and upon the terms and  conditions of this Agreement, Term Loan #3 shall be available through March  31, 2006 (the “Term Loan #3 Availability End Date”). Term Loan #3 shall be  made in disbursements of not less than **$100,000**  each. Term Loan #3 cannot be repaid and reborrowed. Term Loan #3 shall be repaid as provided for herein.                                                                                                                                                                                                                                                                                                     |   |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   |   | 5.  Term Loan  #4. An amount equal to the  aggregate unpaid principal balance from time to time outstanding of the Loans  (collectively, “Term Loan #4”) made from time to time by Silicon to Borrower  in a total amount not to exceed **$1,500,000**  for the purchase by Borrower of new or used domestic Equipment acceptable to  Silicon in its good faith business judgment, including computer equipment,  office equipment, lab equipment, test equipment and furnishings. To evidence  each Term Loan #4, Borrower shall deliver to Silicon, at the time of each  Term Loan #4 request, an invoice for the Equipment (a) to be purchased or (b)  which was previously purchased by the Borrower. The Loan request with respect  to any particular Equipment must be made within 90 days of the date such  Equipment was purchased. Each Term Loan #4 shall be used only to (a) purchase  Equipment or (b) reimburse the Borrower for previously purchased Equipment  and shall not exceed **100%** of the  invoice amount of such Equipment approved from time to time by Silicon;  provided that Borrower may use up to, but not more than, **25%**  of the amount of each Term Loan #4 for (i) the purchase or license of  software, (ii) leasehold improvements and (iii) other soft costs, including  sales tax, freight and installation expenses. Subject to and upon the terms  and conditions of this Agreement, Term Loan #4 shall be available through  March 31, 2006 (the “Term Loan #4 Availability End Date”). Term Loan #4 shall  be made in disbursements of not less than **$100,000**  each. Term Loan #4 cannot be repaid and reborrowed. Term Loan #4 shall be repaid as provided for herein. |   |

 

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|                          |       | As used in  this Agreement, “Loans” includes the Accounts Loans, Term Loan #1, Term Loan  #2, Term Loan #3 and Term Loan #4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|-------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                          |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|                          |       | Loans will  be made to each Borrower based on the Eligible Accounts of each Borrower,  subject to the Maximum Credit Limit set forth above for all Loans to all  Borrowers combined.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|                          |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
| **Letter of Credit Sublimit** | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
| (Section  1.6):               | ** ** | **$500,000;**provided  that the total Letter of Credit Sublimit and the Foreign Exchange Contract  Sublimit shall not, at any time, exceed $500,000 in the aggregate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|                          |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
| **Cash Management**           |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
| **Services and Reserves:**    |       | Borrower may use up to  $250,000 of Loans available hereunder for Silicon’s Cash Management Services  (as defined below), including, merchant services, business credit card, ACH  and other services identified in the cash management services agreement  related to such service (the “Cash Management Services”). Silicon may, in its  sole discretion, reserve against Loans which would otherwise be available  hereunder such sums as Silicon shall determine in its good faith business  judgment in connection with the Cash Management Services, and Silicon may  charge to Borrower’s Loan account, any amounts that may become due or owing  to Silicon in connection with the Cash Management Services. Borrower agrees  to execute and deliver to Silicon all standard form applications and  agreements of Silicon in connection with the Cash Management Services, and,  without limiting any of the terms of such applications and agreements,  Borrower will pay all standard fees and charges of Silicon in connection with  the Cash Management Services. The Cash Management Services shall terminate on  the Maturity Date. |   |
|                          |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
| **Foreign  Exchange**         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
| **Contract  Sublimit:**       | ** ** | **$500,000,**  provided that the total Letter of Credit Sublimit and the Foreign Exchange  Contract Sublimit shall not, at any time, exceed $500,000 in the aggregate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| ** **                    | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|                          |       | Borrower may  enter into foreign exchange forward contracts with Silicon, on its standard  forms, under which Borrower commits to purchase from or sell to Silicon a set  amount of foreign currency more than one business day after the contract date  (the “FX Forward Contracts”); provided that (1) at the time the FX Forward  Contract is entered into Borrower has Loans available to it under this  Agreement in an amount at least equal to 10% of the amount of the FX Forward  Contract; (2) the total FX Forward Contracts at any one time outstanding may  not exceed 10 times the amount of the Foreign Exchange Contract Sublimit set  forth above. Silicon shall have the right to withhold, from the Loans  otherwise available to Borrower under this Agreement, a reserve (which shall  be in addition to all other reserves) in an amount equal to 10% of the total  FX Forward Contracts                                                                                                                                                                                                                                              |   |

 

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|   |   | from time to  time outstanding, and in the event at any time there are insufficient Loans  available to Borrower for such reserve, Borrower shall deposit and maintain  with Silicon cash collateral in an amount at all times equal to such  deficiency, which shall be held as Collateral for all purposes of this  Agreement. Silicon may, in its discretion, terminate the FX Forward Contracts  at any time that an Event of Default occurs and is continuing. Borrower  shall execute all standard form applications and agreements of Silicon in  connection with the FX Forward Contracts, and without limiting any of the  terms of such applications and agreements, Borrower shall pay all standard  fees and charges of Silicon in connection with the FX Forward Contracts. |   |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|

 

**2.  INTEREST.**

 
| **Interest Rate**  (Section 1.2): |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                              |   | With respect  to the Accounts Loans:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                 |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                 |
|                              |   | A rate equal  to the “Prime Rate” in effect from time to time, plus **1.00%** per annum. Interest shall be calculated on the basis of  a 360-day year for the actual number of days elapsed. “Prime Rate” means the  rate announced from time to time by Silicon as its “prime rate;” it is a base  rate upon which other rates charged by Silicon are based, and it is not  necessarily the best rate available at Silicon. The interest rate applicable  to the Obligations shall change on each date there is a change in the Prime  Rate. |                                                                                                                                                                                                                                                                                                                                                                                 |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                 |
|                              |   | With respect  to Term Loan #1:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                 |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                 |
|                              |   | The interest  rate is a fixed rate equal to 7.4%. Interest shall be calculated on the basis  of a 360-day year for the actual number of days elapsed.                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                 |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                 |
|                              |   | With respect  to Term Loan #2:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                 |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                 |
|                              |   | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | From the  date hereof through the Term Loan #2 Availability  End Date:                                                                                                                                                                                                                                                                                                               |   |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                 |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The interest rate shall be a rate equal to the Prime  Rate (as defined above) in effect from time to time, plus **1.50%** per annum. Interest shall be  calculated on the basis of a 360-day year for the actual number of days  elapsed. The interest rate applicable to the Obligations pertaining to Term  Loan #2 shall change on each date there is a change in the Prime Rate. |   |
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                 |
|                              |   | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | After the  Term Loan #2 Availability End Date: The  Borrower elected a fixed interest rate equal to 8.46%. Interest shall be  calculated on the basis of a 360-day year for the actual number of days  elapsed.                                                                                                                                                                      |   |

 

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|   |   | With respect  to Term Loan #3: |                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|--------|--------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                           |                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   | A.                             | From the  date hereof through the Term Loan #3 Availability  End Date:                                                                                                                                                                                                                                                                                                               |   |
|   |   |                           |                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                           | The interest rate shall be a rate equal to the Prime  Rate (as defined above) in effect from time to time, plus **1.50%** per annum. Interest shall be  calculated on the basis of a 360-day year for the actual number of days elapsed.  The interest rate applicable to the Obligations pertaining to Term Loan #3  shall change on each date there is a change in the Prime Rate. |   |
|   |   |                           |                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   | B.                             | After the  Term Loan #3 Availability End Date:  Either (1) or (2) below, at Borrower’s option, to be determined by Borrower  on or before March 31, 2006:                                                                                                                                                                                                                       |   |
|   |   |                           |                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                           | (1)                                                                                                                                                                                                                                                                                                                                                                                  | The interest rate shall be a rate equal to the Prime  Rate (as defined above) in effect from time to time, plus **1.50%** per annum. Interest shall be  calculated on the basis of a 360-day year for the actual number of days  elapsed. The interest rate applicable to the Obligations pertaining to Term  Loan #3 shall change on each date there is a change in the Prime Rate; or |   |
|   |   |                           |                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                           | (2)                                                                                                                                                                                                                                                                                                                                                                                  | The interest  rate shall be a fixed rate per annum equal to the yield on United States  Treasury Notes with a three year maturity on the date the Borrower chooses  this option (2), if ever, plus  **4.50%**  per annum. Interest shall be calculated on the basis of a 360-day year for  the actual number of days elapsed. |   |
|   |   |                           |                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   | With respect  to Term Loan #4: |                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                           |                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   | A.                             | From the  date hereof through the Term Loan #4 Availability  End Date:                                                                                                                                                                                                                                                                                                               |   |
|   |   |                           |                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                           | The interest rate shall be a rate equal to the Prime  Rate (as defined above) in effect from time to time, plus **1.50%** per annum. Interest shall be  calculated on the basis of a 360-day year for the actual number of days  elapsed. The interest rate applicable to the Obligations pertaining to Term  Loan #4 shall change on each date there is a change in the Prime Rate. |   |
|   |   |                           |                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   | B.                             | After the  Term Loan #4 Availability End Date:  Either (1) or (2) below, at Borrower’s option, to be determined by Borrower  on or before March 31, 2006:                                                                                                                                                                                                                       |   |
|   |   |                           |                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                           | (1)                                                                                                                                                                                                                                                                                                                                                                                  | The interest rate shall be a rate equal to the Prime  Rate (as defined above) in effect from time to time, plus **1.50%** per annum. Interest shall be  calculated on the basis of a 360-day year for the actual number of days  elapsed. The interest rate applicable to the Obligations pertaining to |   |

 

6

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|                        |       |            |   | Term Loan #4  shall change on each date there is a change in the Prime Rate; or                                                                                                                                                                                                                                                    |   |
|-----------------------------|------------|-----------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                        |       |            |   |
|                        |       |            | (2)    | The interest  rate shall be a fixed rate per annum equal to the yield on United States  Treasury Notes with a three year maturity on the date the Borrower chooses  this option (2), if ever, plus  **4.50%**  per annum. Interest shall be calculated on the basis of a 360-day year for  the actual number of days elapsed. |   |
|                        |       |            |   |
| **Minimum Monthly**         |       |            |   |
| **Interest**(Section  1.2): | ** ** | Not Applicable. |   |

 

**3.  FEES**(Section 1.4):

 
| Loan Fee:        |   | With respect  to the Accounts Loans: No fee is due.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|             |   | With respect  to Term Loan #1: No fee is due.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|             |   | With respect  to Term Loan #2: No fee is due.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|             |   | With respect  to Term Loan #3: No fee is due.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|             |   | With respect  to Term Loan #4:  $15,000, payable concurrently herewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| Unused Line Fee: |   | In the  event, in any calendar month (or portion thereof at the beginning and end of  the term hereof), the average daily principal balance of the Accounts Loans  outstanding during the month is less than the amount of the Maximum Credit  Limit, Borrower shall pay Silicon an unused line fee in an amount equal to  0.25% per annum on the difference between the amount of the Maximum Credit  Limit and the average daily principal balance of the Accounts Loans  outstanding during the month, computed on the basis of a 360-day year, which  unused line fee shall be computed and paid monthly, in arrears, on the first  day of the following month. |   |

 

**4.  MATURITYDATE**
| (Section 6.1): | ** ** | **June 30, 2007.** |
|----------------|------------|--------------------|

 
|   | Notwithstanding  the foregoing, with respect to Term Loan #1: The outstanding principal  balance of Term Loan #1 shall be repaid by Borrower to Silicon in thirty-six  (36) equal monthly payments of principal, commencing on June 1, 2004 and  continuing on the first day of each subsequent month until the earlier of the  following dates: (i) May 1, 2007, or (ii) the date Term Loan #1 has been  indefeasibly paid |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

7

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in full, or (iii) the date the Accounts Loans are terminated, or (iv)the date this Agreement terminates by its terms or is terminated by eitherparty in accordance with its terms.  Onthe earlier to occur of the foregoing dates, the entire unpaid principalbalance of Term Loan #1, plus all accrued and unpaid interest thereon, shall bedue and payable.  Interest on Term Loan#1 shall be payable monthly as provided in Section 1.2 of this Agreement.

 

Notwithstanding the foregoing, with respect to Term Loan #2:  From the date of each Term Loan #2 throughthe Term Loan #2 Availability End Date, Borrowershall pay Interest on each Term Loan #2 monthly as provided for in Section 1.2of this Agreement.  Once the TermLoan #2 Availability End Date hasexpired, the aggregate outstanding principal balance of Term Loan #2 shall berepaid by Borrower to Silicon in thirty-six (36) equal monthly payments ofprincipal, commencing on April 1, 2005 and continuing on the first day of eachsubsequent month until the earlier of the following dates:  (i) March 1, 2008, or (ii) the date Term Loan #2 has been indefeasibly paidin full, or (iii) the date the Accounts Loans are terminated, or (iv) the datethis Agreement terminates by its terms or is terminated by either party inaccordance with its terms.  On theearlier to occur of the foregoing dates, the entire unpaid principal balance ofTerm Loan #2, plus all accrued and unpaid interest thereon, shall be due andpayable.  Interest on Term Loan #2 shallbe payable monthly as provided in Section 1.2 of this Agreement.

 

Notwithstanding the foregoing, with respect to Term Loan #3:  From the date of each Term Loan #3 throughthe Term Loan #3 Availability End Date, Borrowershall pay Interest on each Term Loan #3 monthly as provided for in Section 1.2of this Agreement.  Once the TermLoan #3 Availability End Date has expired,the aggregate outstanding principal balance of Term Loan #3 shall be repaid byBorrower to Silicon in thirty-six (36) equal monthly payments of principal,commencing on April 1, 2006 and continuing on the first day of each subsequentmonth until the earlier of the following dates: (i)  March 1, 2009, or (ii) thedate Term Loan #3 has been indefeasibly paid in full, or (iii) the date theAccounts Loans are terminated, or (iv) the date this Agreement terminates byits terms or is terminated by either party in accordance with its terms.  On the earlier to occur of the foregoingdates, the entire unpaid principal balance of Term Loan #3, plus all accruedand unpaid interest thereon, shall be due and payable.  Interest on Term Loan #3 shall be payable monthlyas provided in Section 1.2 of this Agreement.

 

Notwithstanding the foregoing, with respect to Term Loan #4:  From the date of each Term Loan #4 throughthe Term Loan #4 Availability End Date, Borrowershall pay Interest on each Term Loan #4 monthly as provided for in Section 1.2of this Agreement.  Once the TermLoan #4 Availability End Date hasexpired, the aggregate outstanding 

 

8

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principal balance of Term Loan #4 shall be repaid by Borrower to Siliconin thirty-six (36) equal monthly payments of principal, commencing on April 1,2006 and continuing on the first day of each subsequent month until the earlierof the following dates:  (i)  March 1, 2009, or (ii) the date Term Loan #4has been indefeasibly paid in full, or (iii) the date the Accounts Loans areterminated, or (iv) the date this Agreement terminates by its terms or isterminated by either party in accordance with its terms.  On the earlier to occur of the foregoingdates, the entire unpaid principal balance of Term Loan #4, plus all accruedand unpaid interest thereon, shall be due and payable.  Interest on Term Loan #4 shall be payablemonthly as provided in Section 1.2 of this Agreement.

 

**5.  FINANCIALCOVENANTS**
| (Section 5.1):            |   | Borrower shall,  on a consolidated basis, comply with the following covenant. Compliance shall  be determined as of the end of each month, except as otherwise specifically  provided below:                                                                                                |
|---------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                      |   |                                                                                                                                                                                                                                                                                        |
| **Liquidity Coverage:**   |   | Commencing  with the month ending March 31, 2005, Borrower shall maintain Liquidity  Coverage of not less than **2.0 to 1.0**.                                                                                                                                                              |
|                      |   |                                                                                                                                                                                                                                                                                        |
| **Loans and Investments** |   |                                                                                                                                                                                                                                                                                        |
| **in Subsidiaries:**      |   | Borrower’s  Investments in its Subsidiaries shall not exceed **$1,500,000**.                                                                                                                                                                                                           |
|                      |   |                                                                                                                                                                                                                                                                                        |
| **Tangible**              |   |                                                                                                                                                                                                                                                                                        |
| **Net Worth:**            |   | Borrower  shall maintain a Tangible Net Worth of not less than **$5,500,000**,  increasing by 75% of quarterly positive Net Income from January 1, 2006,  effective as of the last month of each quarter. In no event will the Tangible  Net Worth covenant be reduced due to any net loss. |

 

Borrower shallnot be required to comply with the Adjusted Quick Ratio or Minimum Debt ServiceCoverage Ratio unless and until Borrower has complied with the Minimum DebtService Coverage Ratio for six consecutive months, at which time, Borrowershall, on a consolidated basis, comply with the following Adjusted Quick Ratioand Minimum Debt Service Coverage Ratio covenants in lieu of the LiquidityCoverage and Tangible Net Worth covenants. Borrower shall continue to comply with the Loans and Investments inSubsidiaries covenant.  Compliance shallbe determined as of the end of each month, beginning with the first monthfollowing the six consecutive months during which Borrower complied with theMinimum Debt Service Coverage Ratio:

 
| **Adjusted**         |   |                                                                                     |   |
|----------------------|--------|------------------------------------------------------------------------------------------|--------|
| **Quick Ratio:**     |   | Borrower  shall maintain an Adjusted Quick Ratio of not less than **2.0 to 1.0**.        |   |
|                 |   |                                                                                     |   |
| **Minimum Debt**     |   |                                                                                     |   |
| **Service Coverage** |   |                                                                                     |   |
| **Ratio:**           |   | Borrower  shall maintain a Debt Service Coverage Ratio of not less than **1.50 to 1.0**. |   |

 

9

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| **Definitions.** |   | For purposes  of the foregoing financial covenants, the following terms shall have the  following meanings:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| ** **       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|             |   | “Liquidity  Coverage” shall mean a ratio of unrestricted cash (and equivalents) deposited  with Silicon or invested with Silicon’s affiliates plus the loan value of  accounts (the Advance Rate multiplied by the Borrower’s Eligible Accounts)  under the Accounts Loan divided by all outstanding Obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|             |   | “Adjusted  Quick Ratio” shall mean, on any given date, the a ratio of (i) Borrower’s  Quick Assets to (ii) Borrower’s Current Liabilities less deferred revenues  plus the long term portion of the outstanding principal balance of the  Accounts Loan determined according to GAAP .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|             |   | “Current  assets”, “current liabilities” and “liabilities” shall have the meaning  ascribed thereto by GAAP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|             |   | “Debt  Service Coverage” shall mean the ratio of (a) Borrower’s earnings before  Borrower’s taxes, interest, depreciation and other amortization expenses  (“EBITDA”), net of adjustments for changes in non-cash income or expenses  associated with valuation changes in the market value of options or warrants  of any Borrower, all determined in accordance with generally accepted  accounting principles, consistently applied, to (b) Borrower’s obligations  relating to payment of interest and current maturities of principal on  Borrower’s outstanding long-term indebtedness and capitalized leases, all  determined in accordance with generally accepted accounting principles,  consistently applied. The EBITDA, interest expense, current maturities of  long-term debt and capitalized leases will be calculated based on a rolling  twelve-month period. |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|             |   | “Investment”  is any beneficial ownership interest in any Person (including stock,  partnership interest or other securities), and any loan, advance or capital  contribution to any Person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|             |   | “Quick  Assets” shall mean, on any given date, the Borrower’s consolidated,  unrestricted cash, cash equivalents and net billed accounts receivable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|             |   | “Subordinated  Debt” is indebtedness incurred by Borrower subordinated to all of Borrower’s  now or hereafter indebtedness to Silicon (pursuant to a subordination,  intercreditor, or other similar agreement in form and substance satisfactory  to Silicon entered into between Silicon and the other creditor), on terms  acceptable to Silicon.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|             |   | “Tangible  Net Worth” is, on any date, the consolidated total assets of Borrower and its  Subsidiaries minus (a) any amounts attributable to (i) goodwill, (ii)  intangible items including unamortized debt discount                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |

 

10

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|   |   | and expense,  patents, trade and service marks and names, copyrights and research and  development expenses except prepaid expenses, (iii) notes, accounts  receivable and other obligations owing to Borrower from its officers or other  Affiliates, and (iv) reserves not already deducted from assets, minus (b)  Total Liabilities**,**plus (c)  Subordinated Debt. |   |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                     |   |
|   |   | “Total  Liabilities” is on any day, obligations that should, under GAAP, be  classified as liabilities on Borrower’s consolidated balance sheet, including  all Indebtedness.                                                                                                                                                                             |   |

 

**6.  REPORTING.**
| (Section 5.3): | Borrower  shall provide Silicon with the following: |
|----------------|-----------------------------------------------------|

 

1.               [Omitted].

 

2.               Monthly accounts receivable agings, agedby invoice date, within twenty days after the end of each month.

 

3.               Monthly accounts payable agings, aged byinvoice date, and outstanding or held check registers, if any, within twentydays after the end of each month.

 

4.               Monthly schedules listing, by Account Debtor,Borrower’s deferred revenue accounts and customer deposits, within twenty daysafter the end of each month.

 

5.               Monthly unaudited financial statements,as soon as available, and in any event within thirty days after the end of eachmonth.

 

6.               Monthly Compliance Certificates, withinthirty days after the end of each month, in such form as Silicon shallreasonably specify, signed by the Chief Financial Officer of Borrower,certifying that as of the end of such month Borrower was in full compliance withall of the terms and conditions of this Agreement, and setting forthcalculations showing compliance with the financial covenants set forth in thisAgreement and such other information as Silicon shall reasonably request,including, without limitation, a statement that at the end of such month therewere no held checks.

 

7.               Within 5 days of filing, copies of allreports on Form 10-Q and 10-K filed by Borrower with the Securities andExchange Commission.

 

8.               Annual operating budgets (includingincome statements, balance sheets and cash flow statements, by month) for theupcoming fiscal year of Borrower within thirty days prior to the end of eachfiscal year of Borrower.

 

9.               Annual financial statements, as soon asavailable, and in any event within 90 days following the end of Borrower’sfiscal year, 

 

11

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certified by, and with an unqualified opinion of, independent certifiedpublic accountants acceptable to Silicon.

 

**7.  BORROWER INFORMATION:**

 

Borrowerrepresents and warrants that the information set forth in the Representationsand Warranties of the Borrower dated April 15, 2003, previously submitted toSilicon (the “Representations”) is true and correct as of the date hereof.

 

**8.  ADDITIONALPROVISIONS**

 

**(1)****                                 BankingRelationship. **Borrower shall at alltimes maintain its primary domestic banking relationship with Silicon.  As to any Deposit Accounts and investmentaccounts maintained with another institution, if an Event of Default hasoccurred and is continuing, at Silicon’s request, Borrower shall cause suchinstitution to enter into a control agreement in form acceptable to Silicon inits good faith business judgment in order to perfect Silicon’s first-prioritysecurity interest in said Deposit Accounts and investment accounts.

 

**(2)****                                 Subordinationof Inside Debt**.  All present andfuture indebtedness of Borrower to its officers, directors and shareholders (“InsideDebt”) shall, at all times, be subordinated to the Obligations pursuant to asubordination agreement on Silicon’s standard form.  Borrower represents and warrants that thereis no Inside Debt presently outstanding, except for the following: NONE.  Prior to incurring any Inside Debt in the future,Borrower shall cause the person to whom such Inside Debt will be owed toexecute and deliver to Silicon a subordination agreement on Silicon’s standardform.

 

**(3)****                                 Warrants**.  Borrower previously provided Silicon withwarrants to purchase shares of stock of Borrower, which shall be retained bySilicon.  No additional warrants arebeing provided pursuant to this Amended Schedule.

 

**(4)****                                 Indebtedness.**  Borrower shall not create, incur, assume, orbe liable for any Indebtedness, or permit any Subsidiary to do so, other thanPermitted Indebtedness.

 

**(5)****                                 Investments.**Borrower shall not directly or indirectly acquire or own any Person, ormake any Investment in any Person, other than Permitted Investments, or permitany of its Subsidiaries to do so.

 

12

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[Signature page follows]

 

 
| **Borrower:**                    | ** ** | **Silicon:**                   |
|---------------------------------------|------------|--------------------------------|
| ** **                            | ** ** | ** **                     |
| **SENTO CORPORATION**                 | ** ** | **SILICON  VALLEY BANK**  |
| ** **                            | ** ** | ** **                     |
| ** **                            | ** ** | ** **                     |
| **By**                                | ** ** | ** **                     | ** ** | **By** | ** ** | ** ** |
| **President or Vice President**       | ** ** | **Title**                      | ** ** | ** ** |
| **By**                                | ** ** | ** **                     | ** ** | ** ** |
| **Secretary or Ass’t Secretary** | ** ** | ** **                     |
| ** **                            | ** ** | ** **                     |
| **Borrower:**                         |       |                           |
| ** **                            |       |                           |
| **SENTO TECHNICAL SERVICES**          |       |                           |
| **CORPORATION**                       |       |                           |
| ** **                            |       |                           |
| ** **                            |       |                           |
| **By**                                |       |                           |   |   |
| **President or Vice President**       |       |                           |
| **By**                                |       |                           |   |   |
| **Secretary or Ass’t Secretary** |       |                           |
| ** **                            |       |                           |
| ** **                            |       |                           |
| **Borrower:**                         |       |                           |
| ** **                            |       |                           |
| **XTRASOURCE ACQUISITION, INC.**      |       |                           |
| ** **                            |       |                           |
| ** **                            |       |                           |
| **By**                                | ** ** | ** **                     |   |   |
| **President or Vice President**       |       |                           |
| **By**                                | ** ** | ** **                     |   |   |
| **Secretary or Ass’t Secretary** |       |                           |
|                                       |            |                                |  |  |  |  |  |  |  |  |

 

13

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