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Amendment To Employment Offer Letter

Employment Agreement Amendment

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Date: 2/9/2009
Industry: Software and Programming     Sector: Technology

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Exhibit 10.2



This AMENDMENT TO EMPLOYMENT OFFER LETTER dated December 31, 2008 is by and between, Inc. (the “Company”), and Bryce Chicoyne (the “Employee”).

WHEREAS, the Company and the Employee entered into the Agreement Re: Employment Offer Letter dated April 1, 2008 (the “Agreement”); and

WHEREAS, the parties desire to amend the Agreement to comply with and meet the requirements of the provisions of Section 409A of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, the Company and the Employee, each intending to be legally bound hereby, do mutually covenant and agree as follows:

1. Paragraph 2 of the Agreement is hereby amended by adding the following sentence immediately after the last sentence thereof:

“Any incentive compensation award will be payable during the two and one-half month period ending on the 15th day of the third month following the end of the taxable year in which such incentive compensation award was earned.”

2. The Agreement is hereby further amended by adding a new Paragraph 16 immediately after Paragraph 15 thereof as follows:

“16. Section 409A.

(a) Anything in this letter to the contrary notwithstanding, if at the time of your separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Company determines that you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. To the extent that any payment is delayed as described herein (a “409A Delayed Payment”), the C

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