**Exhibt 10.2**

 

Confidential

 

**AMENDMENT TO THE PATENT PURCHASE AGREEMENTBETWEENEACCELERATION CORP. AND MOUNT HAMILTON PARTNERS, LLC**

 

**THIS AMENDMENT** (hereinafter “Amendment”) ismade and entered into as of January 31, 2006, by and between **eAcceleration Corp.,** a Delaware corporation with an addressat 1050 NE Hostmark St., Suite 100B Poulsbo, WA 98370 (“Seller”) and **Mount Hamilton Partners, LLC,** a Delaware limited liabilitycorporation, with an office at 650 Castro Street, Suite 120-333, Mountain View,CA 94041 (“Purchaser”).

 

**WHEREAS,** Seller and Purchaser entered into aPatent Purchase Agreement effective November 21, 2005, (the “Agreement”);

 

**WHEREAS**, the parties wish to amend theAgreement as more specifically set forth below;

 

**NOW, THEREFORE,**in consideration of the mutualcovenants herein contained and other good and valuable consideration,sufficiency of which is hereby acknowledged, the parties hereby agree asfollows:

 

1.                                       Capitalizedterms used in this Amendment that are defined in the Agreement shall have thesame meaning as in the Agreement unless expressly stated otherwise.

 

2.                                       Asof the Effective Date of this Amendment, the Agreement is amended by:

 

Section 7.1 is removed and replaced by the following text:

 

“7.1                           NonexclusiveLicense Grant-Back. Upon receipt of executed Assignment of Patent Rights (***Exhibit B*** hereto), Purchaser shallgrant Seller a non-transferable, non-exclusive worldwide right and licenseunder the Patents to make, have made, import, use, sell or offer for sale anyof Seller’s products and/or services covered by the Patents, all without theright to sublicense.”

 

3.                                       Withrespect to the matters set forth herein, this Amendment amends and supplementsthe Agreement and supersedes all prior negotiations and writings. In all otherrespects the Agreement shall remain unchanged. In the event that a conflictarises between this Amendment and the Agreement, this Amendment shall takeprecedence over the language of the Agreement. All unmodified terms andconditions of the Agreement shall remain in full force and effect.

 

**IN WITNESS WHEREOF,** the parties hereto haveexecuted this Second Amendment as of the date first set forth above.

 

** **
| **Mount Hamilton Partners, LLC** | **eAcceleration Corp.** |   |
|----------------------------------|-------------------------|--------|
|                             |                    |   |   |
| By:                              | /s/ Rakesh Ramde        |   | By: | /s/ Clint Ballard |   |
|                             |                    |   |   |
| Name:                            | Rakesh Ramde            |   | Name: | Clint Ballard |   |
|                             |                    |   |   |
| Title:                           | Officer                 |   | Title: | CEO |   |
|                             |                    |   |   |
| Date:                            | Jan. 31, 2006           |   | Date: | 2/1/06 |   |
|                                  |                         |        |  |  |  |  |  |  |  |  |

 

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