Exhibit
10.2


 


AMENDMENT


 


THIS AMENDMENT is made as of the 16th day of
June, 2005, between Oxford Finance Corporation
(“Secured Party”) and Favrille, Inc.
(“Debtor”) in connection with that certain Master Security Agreement,
dated as of  July 26, 2004 (“Agreement”).  The terms of this Amendment are hereby
incorporated into the Agreement as though fully set forth therein.  Section references below
refer to the section numbers of the Agreement. 
The Agreement is hereby amended as
follows:


 


1.  Subsection (r) of Section 2 is hereby added and
reads as follows:


 


“Debtor shall not create, incur, assume or
permit to exist any Additional Indebtedness except Permitted Indebtedness.”


 


2.  Subsection (xviii) of Section 7(a) is hereby
added and reads as follows:


 


“Debtor breaches any of its obligations under
Section 2(r);”


 


3.  Subsection (j) of Section 8 is hereby added
and reads as follows:


 


“As used herein, “Additional
Indebtedness” means, with respect to Debtor or any of its
subsidiaries, the aggregate amount of, without duplication, (a) all obligations
of such Person for borrowed money, (b) all obligations of such Person evidenced
by bonds, debentures, notes or other similar instruments, (c) all obligations
of such Person to pay the deferred purchase price of property or services
(excluding trade payables aged less than one hundred eighty (180) days), (d)
all capital lease obligations of such Person, (e) all obligations or
liabilities of others secured by a Lien on any asset of such Person, whether or
not such obligation or liability is assumed, (f) all obligations or liabilities
of others guaranteed by such Person, and (g) any other obligations or
liabilities which are required by GAAP to be shown as debt on the balance sheet
of such Person.  Unless otherwise
indicated, the term “Additional Indebtedness”
shall include all Indebtedness of Debtor and all of its subsidiaries.


 


As used herein, “Permitted
Indebtedness” means and includes: (i) Indebtedness of Debtor to
Secured Party, (ii) Additional Indebtedness existing on the date hereof, (iv)
Subordinated Indebtedness, and (v) Additional Indebtedness up to a maximum of
fifteen million dollars ($15,000,000.00).


 


As used herein, “Subordinated
Indebtedness” means Additional Indebtedness subordinated to the
Indebtedness of Debtor to Secured Party on terms and conditions acceptable to
Secured Party in its sole discretion.”


 


This
Amendment is only effective until Debtor raises an additional Twenty Million
Dollars in gross cash proceeds on or after the date hereof from the sale by Debtor
of its capital stock, at which sections 1, 2 and 3 above shall no longer be
effective.


 


TERMS USED, BUT NOT OTHERWISE DEFINED
HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE AGREEMENT.  EXCEPT AS EXPRESSLY AMENDED HEREBY, THE
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.   IF THERE IS ANY CONFLICT BETWEEN THE
PROVISIONS OF THE AGREEMENT AND THIS AMENDMENT, THEN THIS AMENDMENT SHALL
CONTROL.


 





















 


IN WITNESS WHEREOF, the parties hereto have executed this
Amendment simultaneously with the Agreement by signature of their respective
authorized representative set forth below.


 


	
  Oxford Finance Corporation

  	
  Favrille, Inc.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael J. Altenburger

  	
   

  	
  By:

  	
  /s/ Tamara A. Seymour

  	
   

  
	
  Name:

  	
  Michael J. Altenburger

  	
   

  	
  Name:

  	
  Tamara A. Seymour

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
  Title:

  	
  CFO