Amendmentto Loan Documents (EximProgram)

EXHIBIT 10.2

Silicon Valley Bank

Amendment to Loan Documents

(Exim Program)

THIS AMENDMENT TO LOAN DOCUMENTS (EXIM PROGRAM) is entered into between Silicon Valley Bank (“Silicon”) and the borrower named above (“Borrower”).

The Parties agree to amend the Loan and Security Agreement (Exim Program) between them, dated November 8, 2000 (as otherwise amended, if at all, the “Exim Loan Agreement”), as follows, effective as of the date Exim Bank approves the modifications set forth herein and Silicon provides written notice of such approval to Borrower.  (Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Exim Loan Agreement.)

1.                                      Modified Covenant Regarding Copyright Filings.  Subclause (ii) of Section 9(3) of the Schedule to Loan and Security Agreement (Exim Program) that currently reads as follows:

(ii) cause all of its computer software and copyrights, the licensing of which results in Accounts, or which is material to its business to be registered with the United States Copyright Office,

is hereby deleted.

2.                                      Representations True.  Borrower represents and warrants to Silicon that all representations and warranties set forth in the Exim Loan Agreement, as amended hereby, are true and correct.

3.                                      General Provisions.  This Amendment, the Exim Loan Agreement, any prior written amendments to the Exim Loan Agreement signed by Silicon and Borrower, and the other written documents and agreements between Silicon and Borrower set forth in full all of the representations and agreements of the parties with respect to the subject matter hereof and supersede all prior discussions, representations, agreements and under­standings between the parties with respect to the subject hereof.  Except as herein expressly amended, all of the terms and provisions of the Exim Loan Agreement, and all other documents and agreements between

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Silicon and Borrower shall continue in full force and effect and the same are hereby ratified and confirmed. 

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