Exhibit
10.2


LEASE AMENDMENT NUMBER THREE


TENANT MUST
PROVIDE CERTIFICATE OF GOOD STANDING PRIOR TO LANDLORD SIGNING THE AMENDMENT.


This
LEASE AMENDMENT NUMBER THREE entered into this 1ST day of APRIL, 2005 (the “Third
Amendment”), by and between AP SOUTHEAST
PORTFOLIO PARTNERS, L.P., a
Delaware limited partnership (the “Landlord”) and SENTO CORPORATION,
a Utah corporation, successor in interest to Xtrasource, Inc. (the “Tenant”).


W I T N ES S E T H:


WHEREAS, Tenant’s predecessor
and Landlord’s predecessor entered into that certain Office-Warehouse Lease
Agreement dated January 14, 1995 (the “Original Lease”), as amended by that
certain First Amendment to Lease dated August 22, 1995 (the “First Amendment”),
as further amended by that certain Lease Amendment Number Two dated May 17,
1999 (the “Second Amendment”); and


WHEREAS, Landlord and Tenant’s
predecessor entered into a Lease Assignment and Assumption of Tenant’s
Interest, whereby the Lease was assigned by Customer Access Resources, Inc., to
XtraSource, Inc., pursuant to a Lease Assignment and Assumption of Tenant’s Interest
dated May 9, 2000 (the “Assignment Agreement”);


WHEREAS, the Lease was
assigned to Tenant pursuant to a Lease Assignment and Assumption of Tenant’s
interest dated November, 2004 (the “Second Assignment Agreement”) (the Original
Lease, First and Second Amendments, Assignment Agreement and Second Assignment
Agreement collectively referred to as the “Lease”), for space comprising
approximately 21,500 square feet, located at 3645 Trust Drive, City of Raleigh,
County of Wake, State of North Carolina; and


WHEREAS, the parties hereto
desire to alter and modify said Lease in the manner hereinafter set forth,


NOW THEREFORE, in
consideration of the mutual and reciprocal promises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Landlord and Tenant hereby agree to amend the Lease as
follows:


1.               Term. Effective on
April 1, 2005, Section Two of the Lease, entitled “Term”, shall be amended to
extend the Lease so that it expires on August 31, 2010.


2.               Security Deposit. Effective on
April 1, 2005, Subsection 3 (f) (iii), shall be amended to provide that the sum
to be held by Landlord shall be $0.00. Landlord shall refund any deposit being
held by it on Tenant’s behalf thirty days after the signing of the Third
Amendment.


3.               Base Rent. Effective on
April 1, 2005, Section Three of the Lease, entitled “Rent”, shall be amended to
provide that Minimum Rent during the extended Term shall be $794,512.39, to be
payable in equal monthly installments in accordance with the following rent
schedule (which shall replace the rent schedule provided in the amended Lease):


 


	
  MONTHS

  	
   

  	
  MONTHLY RENT

  	
   

  	
  CUMULATIVE RENT

  	
   

  
	
  4/1/05-8/31/05

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  9/1/05-3/31/06

  	
   

  	
  $

  	
  12,541.67

  	
   

  	
  $

  	
  87,791.69

  	
   

  
	
  4/1/06-3/31/07

  	
   

  	
  $

  	
  12,823.85

  	
   

  	
  $

  	
  153,886.25

  	
   

  
	
  4/1/07-3/31/08

  	
   

  	
  $

  	
  13,112.39

  	
   

  	
  $

  	
  157,348.69

  	
   

  
	
  4/1/08-3/31/09

  	
   

  	
  $

  	
  13,407.42

  	
   

  	
  $

  	
  160,889.04

  	
   

  
	
  4/1/09-3/31/10

  	
   

  	
  $

  	
  13,709.09

  	
   

  	
  $

  	
  164,509.04

  	
   

  
	
  4/1/10-8/31/10

  	
   

  	
  $

  	
  14,017.54

  	
   

  	
  $

  	
  70,087.71

  	
   

  
	
   

  	
   

  	
  BASE
  RENT:

  	
   

  	
  $

  	
  794,512.39

  	
   

  



 


The above rent schedule does
not include monthly deposits for taxes, insurance and common area maintenance
to be computed annually in accordance with Exhibit E to this Lease.





















4.              Rent. Effective on
April 1, 2005, Section Three of the Lease, entitled “Rent”, shall be amended to
provide that Additional Rent shall not increase by more than 5% annually (to be
compounded over the extended Term).


5.               Alterations and
Improvements. Section Ten of the Lease, entitled “Alterations and
Improvements”, shall be amended as follows:


A.                                   To provide that Tenant shall
have the right to install a separate security system in the Premises; provided
that Landlord has the right to approve the system installed and Tenant shall be
responsible for maintenance of the system and its removal (and restoration of
the area from which it is removed) upon the expiration or termination of the
Lease.


B.                                     To provide that Tenant shall
have the right to install equipment on the Building roof, subject to Landlord’s
prior approval, which may be conditioned upon Tenant entering Landlord’s
standard rooftop license agreement or amendment.


C.                                     To provide that as a
condition to the extension of the Lease, Landlord shall replace three of the
HVAC units currently serving the Premises with equally sized units.


6.               Use of
Premises; Compliance with Legal Requirements. Section Four of the Lease,
entitled “Use of Premises; Compliance with Legal Requirements”, shall be
amended as follows:


A.                                   Tenant shall have the right
to use the Premises for office use, as a call center and for administrative
purposes related to its business. Tenant may be allowed to use the Premises for
any other legal purposes with Landlord’s prior consent, which shall not be
unreasonably withheld.


B.                                     To provide that Landlord, at
its sole cost, shall construct, maintain and operate the Building common areas
and property in accordance with applicable governmental regulation, codes,
rules and laws, including the Americans with Disabilities Acts. In addition, to
the best of Landlord’s knowledge, Landlord represents that the Building and
property are free of all hazardous materials, including PCBs and asbestos, and
that the Building and property shall be maintained in compliance with
environmental laws, rules and regulations.


7.               Estoppel Certificates;
Financial Statements. Section 19 of the Lease, entitled “Estoppel
Certificates; Financial Statements”, shall be amended to provide that Landlord
will deliver to Tenant a non-disturbance agreement, if the Building is ever
subject to a mortgage or deed of trust, on the Lender’s standard form, so that
Tenant’s occupancy will not be disturbed in the event of a sale, foreclosure or
other event of transfer.


8.               Notices. The rent payment
address for Landlord, provided in the Lease shall change to the following:


 


	
  RENT
  PAYMENT

  	
   

  	
   

  
	
  ADDRESS:

  	
   

  	
  AP SOUTHEAST PORTFOLIO PARTNERS, LP

  
	
   

  	
   

  	
  P.O. Box 409412

  
	
   

  	
   

  	
  Atlanta, Georgia 30384

  



 


9.               Brokers’ Commissions. Section 29 of
the Lease, entitled “Leasing Commissions”, shall be amended to provide that
Tenant has not dealt with any real estate broker, finder or other person with
respect to this Third Amendment and the extension of the Lease, except for CB
Richard Ellis, through John Daly.


10.         Tenant
Improvement Allowance. Section Three of Exhibit G. shall be amended
to provide that Landlord shall grant Tenant a Tenant Improvement Allowance of
up to $13.00 per square foot (the “Allowance”) which Tenant shall use at the
beginning of the extended Term to make Building-standard improvements to the Premises
in accordance with the requirements of Section Ten of the Lease, entitled “Alterations
and Improvements”. The Allowance may be used for the construction of the
improvements and related costs, including, but not limited to architectural and
design fees, engineering fees, and the costs of external signage. Tenant shall
have the right to hire its own contractor to do the construction work, so long
as Landlord is given the opportunity to approve the nature of the construction
(including architectural and engineering plans), which will not be unreasonably
withheld and that the contractor follows Landlord’s Construction Rules and
Specifications. The punchlist for the construction work shall be completed with
Landlord’s participation. Tenant shall pay Landlord a $5,000.00 construction
supervision fee. Landlord shall pay up to 80% of the Allowance upon the receipt





















from Tenant of copies of paid invoices
for the construction work. Upon the completion of the construction, Landlord
shall pay Tenant the last 20% of the Allowance within thirty days of the
receipt from Tenant of (i) final releases of lien from all contractors,
subcontractors and materialmen performing any work or providing any materials
for the Tenant Improvements, and from any lienors giving notice required under
law; (ii) a final contractor’s affidavit from the general Contractor in
accordance with applicable law; and (iii) any supporting documentation
evidencing final completion and payment of the Tenant Improvements reasonably
requested by Landlord. At the beginning of the Term, during the period in which
improvements are being made to the Premises, Landlord shall grant Tenant the
opportunity to use Suite 3661, containing approximately 9,473 square feet, as
shown in Exhibit B-1 attached for the operation of its business. The terms of
the Lease shall apply to Tenant’s use, except for the obligation to pay Rent
(including Additional Rent). Tenant’s right to use the vacant space shall
commence as mutually agreed upon between the parties and expire on the earlier
of substantial completion of the improvements or August 31, 2005.


11.         Right of
Refusal. Effective on April 1, 2005, the following “Right of
Refusal” shall replace Exhibit G, Section Two, entitled “Expansion Space”, as
amended in the Second Amendment:


Landlord grants Tenant a
Right of Refusal (the “Right of Refusal”) to lease approximately 9,473 square
feet of space contiguous to the Premises (the “Right of Refusal Space”) as
depicted on Exhibit B-1 attached hereto when the space becomes vacant and
available on the following basis:


A.            Tenant has five (5) days after being
notified by Landlord that Landlord has received or negotiated a bona fide offer
for the lease of the Right of Refusal Space (“Landlord’s Refusal Notice”)
within which to give Landlord its notice of its election to exercise its Right
of Refusal as to such space (“Tenant Refusal Notice”). Tenant must lease all of
the Right of Refusal Space that is subject to the bona fide offer and not only
a portion thereof.


B.            If Tenant does not timely give
notice to Landlord, it will be conclusively presumed that Tenant has waived its
Right of Refusal, Landlord shall be free to lease the Right of Refusal Space to
anyone whom it desires and Tenant will have no further rights to the Right of
Refusal Space


C.            The Right of Refusal Space will be
offered to Tenant for a term coterminous with the Term and upon the exact same
terms as that being offered the third-party pursuant to the bona fide offer
(except for any adjustment that must be made because the term in the bona fide
offer is different than the remaining period of the Lease) . After exercise
of the Right of Refusal, the parties will execute an amendment to the Lease
evidencing the addition of such space.


D.            Unless expressly waived by Landlord,
Tenant’s Right of Refusal is conditioned on: (i) Tenant not being in default
under the Lease at the time of exercise of the Right of Refusal or on the date
that Tenant’s occupancy of the Offered Space is scheduled to commence; (ii)
Tenant not having vacated or subleased more than 25% of the Premises or
assigned its interest in the Lease at the time it exercises the Right of
Refusal or on the date that Tenant’s occupancy of the Offered Space is
scheduled to commence; (iii) Tenant’s financial condition not having materially
adversely changed since the Effective Date and (iv) there being at least two
years remaining in the Term.


E.             Tenant’s Right of Refusal only
accrues when the Right of Refusal Space becomes vacant and available. It does
not apply to the renewal or extension of a lease, even if the lease being
extended does not contain a written extension or renewal right.


12.         Option to
Renew. Effective on April 1, 2005, Exhibit G, Section Four, shall be amended to
extend Tenant’s option so that it has the right and option to extend the Lease
for an additional five year term upon the expiration of the extended Term, upon
written notice to Landlord two hundred seventy (270) days prior to the
commencement of the extension period under the terms and conditions stated in
Exhibit G, Section Four, as amended by the Second Amendment.


13.         Termination
Option. Section Five of Exhibit G., as amended, entitled “Termination
Option”, shall be deleted from the Lease in its entirety.





















14.         Miscellaneous.
The foregoing is intended to be an addition and a modification to the
Lease. Unless otherwise defined herein, all capitalized terms used in this
Third Amendment shall have the same definitions ascribed in the Lease. Except
as modified and amended by this Third Amendment, the Lease shall remain in full
force and effect. If anything contained in this Third Amendment conflicts with
any terms of the Lease, then the terms of this Third Amendment shall govern and
any conflicting terms in the Lease shall be deemed deleted in their entirety.


15.         Acknowledgment.
Landlord and Tenant acknowledge that the other party has complied with
all of its obligations under said Lease to date, and, to the extent not
expressly modified hereby, all of the terms and conditions of said Lease shall
remain unchanged and in full force and effect.


IN WITNESS WHEREOF, Tenant
and Landlord have caused this instrument to be executed as of the date first
above written, by their respective officers or parties thereunto duly
authorized.


Tenant:


SENTO
CORPORATION

a Delaware corporation 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  PATRICK A. O’NEAL

  	
   

  	
   

  
	
  Name:

  	
  PATRICK
  A. O’NEAL

  	
   

  	
   

  
	
  Title:

  	
  PRESIDENT
  & CEO

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  APRIL
  1, 2005

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
  /s/
  Cynthia A Morgan

  	
   

  	
   

  
	
   

  	
  Cynthia
  A. Morgan

  	
  Secretary

  	
   

  



 


	
  Corporate
  Seal:

  	
  

  



 


 


Landlord:


AP SOUTHEAST
PORTFOLIO PARTNERS, LP 

a Delaware limited partnership


By: Highwoods Properties,
Inc., its manager 

a Maryland corporation


 


	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Robert G. Cutlip

  	
   

  	
   

  
	
  Title:

  	
  Robert
  G. Cutlip, Senior Vice President and Regional Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  4/5/05

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Assistant
  Secretary

  	
   

  
					



 


 


 


	
  Corporate
  Seal:

  	
   

  



 


 





















 


EXHIBIT B-1

RIGHT OF REFUSAL SPACE

Suite 3661


 





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  HIGHWOOD

  	
  ONE NORTH COMMERCE

  	
   

  
	
  PROPERTIES

  	
  3645 TRUST DRIVE

  	
   

  
	
  2100
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  RALEIGH, NC 27616

  	
   

  
	
  SUITE
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  RALEIGH,
  NC 27604

  	
   

  	
   

  
	
  919.872.4924

  	
   

  	
   

  
	
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