**Exhibit10.2**

** **

**AMENDMENT**

 

THIS AMENDMENT is made as of the 16th day ofJune, 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 herebyincorporated into the Agreement as though fully set forth therein.  Section references belowrefer to the section numbers of the Agreement. The Agreement is hereby amended asfollows:

 

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

 

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

 

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

 

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

 

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

 

“As used herein, “***AdditionalIndebtedness***” means, with respect to Debtor or any of itssubsidiaries, the aggregate amount of, without duplication, (a) all obligationsof such Person for borrowed money, (b) all obligations of such Person evidencedby bonds, debentures, notes or other similar instruments, (c) all obligationsof 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 orliabilities of others secured by a Lien on any asset of such Person, whether ornot such obligation or liability is assumed, (f) all obligations or liabilitiesof others guaranteed by such Person, and (g) any other obligations orliabilities which are required by GAAP to be shown as debt on the balance sheetof such Person.  Unless otherwiseindicated, the term “***Additional Indebtedness***”shall include all Indebtedness of Debtor and all of its subsidiaries.

 

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

 

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

 

ThisAmendment is only effective until Debtor raises an additional Twenty MillionDollars in gross cash proceeds on or after the date hereof from the sale by Debtorof its capital stock, at which sections 1, 2 and 3 above shall no longer beeffective.

 

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

 

----

 

**IN WITNESS WHEREOF,** the parties hereto have executed thisAmendment simultaneously with the Agreement by signature of their respectiveauthorized 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 |   |
|                                |                            |  |  |  |  |  |  |  |  |  |  |  |  |

 

----