EXHIBIT 10.2


 


CONFIRMATION OF GUARANTY


BY


PRIMAL BILLING SYSTEMS,
INC.


 


THIS CONFIRMATION OF GUARANTY (this “Agreement”) is given on this 30th day of June 2005
by PRIMAL BILLING SYSTEMS, INC. (“Guarantor”), to
Lightbridge, Inc. (“Beneficiary”).


 


RECITALS:


 


A.                                   Wireless
Billing Systems, a California corporation (“Wireless”),
executed that certain Secured Promissory Note dated May 26, 1999, in the
principal amount of Two Million Two Hundred Thirty-Eight Thousand Two Hundred
Forty-Two Dollars ($2,238,242.00) in favor of Corsair Communications, Inc.
(“Corsair”) (the “Original
Note”); and


 


B.                                     Wireless
executed that certain Note Agreement dated as of January 1, 2001 (the “Note Agreement”), and that certain Amended and Restated
Secured Promissory Note on January 1, 2001, in the principal amount of One
Million Six Hundred Ninety-Six Thousand Three Hundred Ninety-Four Dollars and
Eighteen Cents ($1,696,394.18) in favor of Corsair (together, the “January 2001 Amended Note”); and


 


C.                                     Wireless
and Corsair executed a letter agreement dated December 20, 2001, revising
the terms of the January 2001 Amended Note.  The January 2001 Amended Note, as
amended by said letter agreement (the “December 2001 Amended
Note”), amended and restated the Original Note; and


 


D.                                    Beneficiary
succeeded to the assets and liabilities of Corsair by way of merger;


 


E.                                      Wireless
executed that certain 2002 Amended and Restated Secured Promissory Note dated December 27,
2002, in the principal amount of One Million Seven Hundred Twenty-Two Thousand
Four Hundred Seventeen Dollars ($1,722,417.00) in favor of Beneficiary (the “2002 Amended Note”), which amended and restated the December 2001
Amended Note;


 


F.                                      Guarantor
executed that certain Guaranty dated as of December 27, 2002 in favor of
Beneficiary in order to induce Beneficiary to agree to the revised payment
terms reflected in the 2002 Amended Note;


 





















 


G.                                     Wireless
executed that certain 2004 Amended and Restated Secured Promissory Note dated March 
27, 2004, in the principal amount of One Million Five Hundred Nine Thousand
Nine Hundred Nineteen Dollars ($1,509,919.00) in favor of Beneficiary (the “2004 Amended Note”), which amended and restated the December 2002
Amended Note;


 


H.                                    Guarantor
executed that certain Guaranty dated as of March 27, 2004 in favor of
Beneficiary in order to induce Beneficiary to agree to the revised payment
terms reflected in the 2004 Amended Note;


 


I.                                         The
balance of all outstanding principal and accrued but unpaid interest under the
2004 Amended Note on the date hereof is Nine Hundred Eighty Two Thousand
Two  Hundred Forty Three Dollars and
Forty Cents ($982,243.40) and the 2004 Amended Note matures on December 26,
2006;


 


J.                                        Wireless
has requested that the terms reflected in the 2004 Amended Note be revised in
order to reflect a different repayment schedule for the outstanding debt
evidenced thereby, all as set forth more fully in the 2005 Amended and Restated
Secured Promissory Note (the “2005 Amended Note”);


 


K.                                    Beneficiary
desires to obtain the acknowledgment and consent of Guarantor to the 2005
Amended Note and the confirmation by Guarantor of its obligations under the
Guaranty as a condition to accepting the 2005 Amended Note;


 


NOW, THEREFORE, Guarantor hereby represents,
warrants, certifies and agrees in favor of Beneficiary as follows:


 


1.                                       Acknowledgment, Consent and Confirmation. 
Guarantor hereby (i) acknowledges that Wireless has disclosed to
Guarantor the terms and conditions on which Wireless and Beneficiary desire to
amend and restate the debt owed by Wireless to Beneficiary, and (ii) consents
to the modification of such debt as provided in the 2005 Amended Note.  Guarantor confirms that (a) the term “Obligations”
in the Guaranty shall be deemed to include all of Wireless’ s obligations under
the 2005 Amended Note, as the same may be further amended or modified from time
to time, including the payment of principal and interest on the terms set forth
therein, (b) the Guaranty remains in full force and effect, and shall be
effective as a guaranty of Wireless’s obligations under the 2005 Amended Note,
as the same may be further amended or modified from time to time, and (c) Guarantor
remains, pursuant to the terms of the Guaranty, obligated to perform its
obligations thereunder.


 


2.                                       Binding Effect.  This
Agreement shall be binding upon Guarantor and its respective successors and
assigns and shall inure to the benefit of Beneficiary and its respective
successors and assigns.


 


3.                                       Governing Law.  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of California.


 





















 


4.                                       Notices.  The provisions of Section 12
(Notices) of the Guaranty shall apply to this Agreement as if the same was set
out in full herein.


 


5.                                       Counterparts.  This
Agreement may be executed by the parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument.


 


 


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IN WITNESS WHEREOF, Guarantor has caused this
Agreement to be duly executed as of the day and year first above written.


 


 


	
   

  	
  PRIMAL BILLING SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  C. Bousema

  	
   

  
	
   

  	
   

  	
  William C.
  Bousema, Senior Vice President &

  
	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted as of the

  	
   

  
	
  date below written:

  	
   

  
	
   

  	
   

  
	
  LIGHTBRIDGE, INC..

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Timothy O’Brien

  	
   

  	
   

  
	
  Timothy O’Brien

  	
   

  
	
  Chief Financial Officer

  	
   

  
	
  August 2, 2005