**AMENDMENT
      TO LOAN AND SECURITY AGREEMENT**





**THIS
      AMENDMENT TO LOAN AND SECURITY AGREEMENT** (this
      “ *Amendment* ”)
      dated
      as of **MARCH
      31, 2008** ,
      will
      serve to set forth the terms of the financing transactions by and among **TIM
      ALLEN AND GREGG ALLEN** ,
      a Texas
      state bank (together with its successors and assigns, “ *Lender* ”)
      and **AVATAR
      SYSTEMS, INC.** ,
      a Texas
      corporation (“ *Debtor* ”).





***RECITALS***





**WHEREAS** ,
      Debtor
      and Lender entered into a **LOAN
      AND SECURITY AGREEMENT** dated as
      of **AUGUST
      16, 2006** (as
      amended, renewed and restated from time to time, the “ *Agreement* ”),
      pursuant to which Lender agreed to make certain credit facilities available
      to
      Debtor on the terms and conditions set forth therein;





**NOW
      THEREFORE** ,
      for
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:





1.  **Definitions** .
      Capitalized terms used in this Amendment, to the extent not otherwise defined
      herein, shall have the same meanings as in the Agreement, as amended hereby.





2.  **Amendments** .





(a)  **Amendment
      to Section 9(b)** .
      Section
      9(b) is hereby amended in its entirety to read as follows:


(b)  **Adjusted
      Debt/Tangible Net Worth** .
      Debtor
      will maintain, as of **MARCH
      31, 2008** ,
      a ratio
      of (1) Adjusted Debt, to (2) Tangible Net Worth of not greater than 2.50 to
      1.00.





(b)  **Amendment
      to Section 9(c)** . Section
      9(c) of the
      Agreement is hereby amended in its entirety to read as follows:





(c)  **Minimum
      Free Cash Flow to Certain Fixed Cost** .
      Debtor
      will maintain, as of **MARCH
      31, 2008** ,
      a ratio
      of (i) Free Cash Flow, to (ii) Current Maturities of Long-Term Indebtedness plus interest
      expense and rent payments for such period (“ *Fixed
      Costs* ”)
      equal
      to or greater than 1.25 to 1.00.




(c)  **Amendment
      to Section 9(d)** . Section
      9(d) of the
      Agreement is hereby amended in its entirety to read as follows:





(d)  **Current
      Ratio** .
      Debtor
      will maintain, as of **MARCH
      31, 2008** ,
      a ratio
      of (i) current assets, to (ii) current liabilities of not less than 1.15 to
      1.00.




3.  **Conditions
      Precedent** .
      The
      obligations of Lender under this Amendment shall be subject to the condition
      precedent that Debtor shall have executed and delivered to Lender this Amendment
      and such other documents and instruments incidental and appropriate to the
      transaction provided for herein as Lender or its counsel may reasonably
      request.




4.  **Waiver** .
      Debtor
      hereby acknowledges, confirms and agrees that Debtor is currently in default
      under Section
      13(b) of the
      Agreement by reason of Debtor’s failure to comply with the provisions of Sections
      9 (b-d) of the
      Agreement (the “ *Existing
      Defaults* ”).
      Debtor acknowledges and agrees that certain other Events of Default or events
      which with notice and/or the passage of time would be an Event of Default may
      exist and are continuing and that this Agreement relates only to the Existing
      Defaul ts.
      In
      consideration of and expressly conditioned upon Debtor’s timely and strict
      compliance with the Loan Documents to which Debtor is a party and the terms
      and
      conditions set forth herein, Lender agrees to waive the Existing Defaults.


AMENDMENT
              TO LOAN AND SECURITY AGREEMENT - PAGE 1
 TIM
              ALLEN
              AND GREGG ALLEN
 
 Exhibit
              10.2


5.  **Ratifications** .
      Except
      as expressly modified and superseded by this Amendment, the Loan Documents
      are
      ratified and confirmed and continue in full force and effect. The Loan
      Documents, as modified by this Amendment, continue to be legal, valid, binding
      and enforceable in accordance with their respective terms. Without limiting
      the
      generality of the foregoing, Debtor hereby ratifies and confirms that all liens
      heretofore granted to Lender were intended to, do and continue to secure the
      full payment and performance of the advances under the Note **** and
      all
      obligations under the Loan Documents. Debtor agrees to perform such acts and
      duly authorize, execute, acknowledge, deliver, file and record such additional
      assignments, security agreements, modifications or agreements to any of the
      foregoing, and such other agreements, documents and instruments as Lender may
      reasonably request in order to perfect and protect those liens and preserve
      and
      protect the rights of Lender in respect of all present and future Collateral.





6.  **Representations,
      Warranties and Confirmations** .
      Debtor
      hereby represents and warrants to Lender that (a) this Amendment and any other
      Loan Documents to be delivered under this Amendment have been duly executed
      and
      delivered by Debtor, are valid and binding upon Debtor and are enforceable
      against Debtor in accordance with their terms, except as limited by any
      applicable bankruptcy, insolvency or similar laws of general application
      relating to the enforcement of creditors’ rights and except to the extent
      specific remedies may generally be limited by equitable principles, (b) no
      action of, or filing with, any governmental authority is required to authorize,
      or is otherwise required in connection with, the execution, delivery and
      performance by Debtor of this Amendment or any other Loan Document to be
      delivered under this Amendment, and (c) the execution, delivery and performance
      by Debtor of this Amendment and any other Loan Documents to be delivered under
      this Amendment do not require the consent of any other person and do not and
      will not constitute a violation of any laws, agreements or understandings to
      which Debtor is a party or by which Debtor is bound.





7.  **Release** .
      Each
      Obligor hereby acknowledges and agrees that there are no defenses,
      counterclaims, offsets, cross-complaints, claims or demands of any kind or
      nature whatsoever to or against Lender or the terms and provisions of or the
      obligations of such Obligor under the Loan Documents and the other agreements,
      instruments and documents evidencing, securing, governing, guaranteeing or
      pertaining thereto, and that no Obligor has no right to seek affirmative relief
      or damages of any kind or nature from Lender. To the extent any such defenses,
      counterclaims, offsets, cross-complaints, claims, demands or rights exist,
      each
      Obligor hereby waives, and hereby knowingly and voluntarily releases and forever
      discharges Lender and its predecessors, officers, directors, agents, attorneys,
      employees, successors and assigns, from all possible claims, demands, actions,
      causes of action, defenses, counterclaims, offsets, cross-complaints, damages,
      costs, expenses and liabilities whatsoever, whether known or unknown, such
      waiver and release being with full knowledge and understanding of the
      circumstances and effects of such waiver and release and after having consulted
      legal counsel with respect thereto.





8.  **Multiple
      Counterparts** .
      This
      Amendment may be executed in a number of identical separate counterparts, each
      of which for all purposes is to be deemed an original, but all of which shall
      constitute, collectively, one agreement. No party to this Amendment shall be
      bound hereby until all parties have executed a counterpart of this Amendment
      hereto.





9.  **FINAL
      AGREEMENT** .
      THE
      AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED BY THIS AMENDMENT REPRESENT
      THE FINAL AGREEMENT BETWEEN AND AMONG THE PARTIES AND MAY NOT BE CONTRADICTED
      BY
      EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
      PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN AND AMONG THE
      PARTIES.


AMENDMENT
              TO LOAN AND SECURITY AGREEMENT - PAGE 2
 TIM
              ALLEN
              AND GREGG ALLEN
 
 Exhibit
              10.2


10.  **Reference
      to Agreement** .
      Each of
      the Loan Documents, including the Agreement and any and all other agreements,
      documents, or instruments now or hereafter executed and delivered pursuant
      to
      the terms hereof containing a reference to the Agreement shall mean and refer
      to
      the Agreement as amended hereby.




11.  **Severability** .
      Any
      provision of this Amendment held by a court of competent jurisdiction to be
      invalid or unenforceable shall not impair or invalidate the remainder of this
      Amendment and the effect thereof shall be confined to the provision so held
      to
      be invalid or unenforceable.





12.  **Headings** .
      The
      headings, captions, and arrangements used in this Amendment are for convenience
      only and shall not affect the interpretation of this Amendment.





***REMAINDER
      OF PAGE LEFT INTENTIONALLY BLANK***














AMENDMENT
            TO LOAN AND SECURITY AGREEMENT - PAGE 3
 TIM
            ALLEN
            AND GREGG ALLEN
 
 Exhibit
            10.2





**AGREED** as of
      the date first written above.


***LENDER:***
                
                
                ***ADDRESS:***TIM ALLEN
                
                
                Two Galleria Tower
                  13455
                    Noel Road
                  Suite
                    2000
                  Dallas,
                    Texas 75240By:
                /s/
                    Tim AllenName:
                Tim
                  Allen
 ***LENDER:***
                    
                    
                    ***ADDRESS:***GREGG ALLEN
                    
                    
                    Two Galleria Towner
                      13455
                        Noel Road
                      Suite
                        2000
                      Dallas,
                        Texas 75240By:
                    /s/
                        Gregg AllenName:
                    Gregg
                      Allen


***DEBTOR:***
              
              
              ***ADDRESS:***AVATAR SYSTEMS,
                INC.
              
              
              2801 Network Drive, Suite
                210
                Frisco,
                  TX 75034By:
              /s/
                  Robert C. ShreveName:
              Robert
                C.
                ShreveTitle:
              President












***CONFIRMATION
      OF GUARANTY ATTACHED***


AMENDMENT
          TO LOAN AND SECURITY AGREEMENT - PAGE 4
 TIM
          ALLEN
          AND GREGG ALLEN
 
 Exhibit
          10.2





**CONFIRMATION
      OF GUARANTY**





To
      induce
      Lender to enter into the foregoing Amendment, the undersigned (whether one
      or
      more, “ *Guarantor* ”):
      (a)
      consents and agrees to the execution, delivery and effectiveness of the
      Amendment, (b) ratifies and confirms that all guaranties and assurances granted,
      conveyed or otherwise provided to Lender under the Loan Documents, are not
      released, diminished, impaired, reduced, or otherwise adversely affected by
      the
      Amendment and continue to guarantee and assure the full payment and performance
      of the indebtedness and obligations as renewed, increased, extended, restated
      or
      replaced pursuant to the Amendment in accordance with the terms and conditions
      of such guarantees, (c) agrees to perform such acts and duly authorize, execute,
      acknowledge and deliver such additional guarantees, assurances and other
      documents, instruments and agreements as Lender may reasonably deem necessary
      or
      appropriate in order to create, perfect, preserve and protect those guaranties
      and assurances, and (d) waives notice of acceptance of this confirmation, which
      consent and agreement binds Guarantor and Guarantor’s successors and assigns and
      inures to Lender and its successors and assigns.





Guarantor
      acknowledges and agrees that (a) Guarantor is not required by the terms of
      the
      Note or any other Loan Document to consent to the Amendment, and (b) nothing
      in
      the Note or any other Loan Document shall be deemed to require the consent
      of
      Guarantor to any future waivers, amendments or modifications to the Loan
      Documents.





**EXECUTED** as of
      the Effective Date.




***GUARANTOR:***
                    
                    
                    ***ADDRESS:***5154
                        Carnegie Drive
                      Frisco,
                        TX 75034By:
                    /s/
                        Robert C. ShreveName:
                    ROBERT
                      C.
                      SHREVE


AMENDMENT
              TO LOAN AND SECURITY AGREEMENT - PAGE 5
 TIM
              ALLEN
              AND GREGG ALLEN