Amendment to Receivables Purchase Agreement

Exhibit 10.2

Silicon Valley Bank

Amendment to

Receivables Purchase Agreement

THIS AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT , with an effective date of February 20, 2008, is entered into between Silicon Valley Bank (“Silicon” or “Buyer”) and the sellers named above (jointly and severally, “Seller”), effective as of the first date written above.

The Parties agree to amend the Non-Recourse Receivables Purchase Agreement between them, dated as of March 15, 2005, as amended from time to time (the “Purchase Agreement”), as follows, effective as of the date hereof. (Capitalized terms used but not defined in this Amendment, shall have the meanings set forth in the Purchase Agreement.)

1. Extension of Term; New Maximum Purchase Amount. The portion of Section 2.1 of the Purchase Agreement, which currently reads as follows:

“In any event, Buyer will not (i) purchase any Receivables in excess of an aggregate outstanding amount exceeding the “Receivables Purchase Sublimit” (as defined in the Loan Agreement), or (ii) purchase any Receivables under this Agreement after February 20, 2008.”

hereby is amended and restated in its entirety to read as follows

“In any event, Buyer will not (i) purchase any Receivables in excess of an aggregate outstanding amount exceeding $10,000,000 (the “Maximum Purchase Amount”), or (ii) purchase any Receivables under this Agreement after March 4, 2009.”

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2. Modification of Section 2.2 of Purchase Agreement. Section 2.2 of the Purchase Agreement, which currently reads as follows:

“ 2.2 Payment of Purchase Price. On the Purchase Date, the Purchase Price, less the Administrative Fee, shall be paid by Buyer to Seller.”

hereby is amended and restated in its entirety to read as follows

“ 2.2 Purchase Price and Related Matters. With respect to each Purchase:

(a) Payment of Purchase Price. On the Purchase Date, the Purchase Price, less the Administrative Fee, shall be paid by Buyer to Seller.

(b) Late Payment Settlement Fee . If, for any reason, Payment in Full does not occur on or before the Due Date, then, upon the first to occur of Payment in Full, 60 days after the Due Date or the filing of a bankruptcy proceeding by or against the applicable Account Debtor that failed to pay in full by the Due Date, and in addition to any other obligations of Seller hereunder, Seller shall pay to Buyer an amount which is equal to (i) the product of the Discount Rate and the average daily balance of the Total Purchased Receivables Amount outstanding during the period from the Due Date until the first to occur of Payment in Full, 60 days after the Due Date or the filing of a bankruptcy proceeding by or against the applicable Account Debtor that failed to pay in full by the Due Date (the “Late Payment Settlement Period”) multiplied by (ii) a fraction the numerator of which is the number of days in the Late Payment Settlement Period and the denominator of which is 360 (“Late Payment Settlement Fee”).”

3. Modification of Definition of Due Date. The definition of “Due Date” set forth in Section 1.6 of the Purchase Agreement, which currently reads as follows:

“ 1.6 “Due Date” means for any Purchase the “Due Date” set forth in the Schedule for such Purchase.”

hereby is amended and restated in its entirety to read as follows

“ 1.6 “Due Date” means for any Purchase the “Due Date” set forth in the Schedule for such Purchase; provided, however, that in no event shall the Due Date be earlier than 30 days after the Purchase Date.”

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4. Modification of Form of Schedule on Exhibit A to Purchase Agreement. The form of Schedule set forth on Exhibit A to the Purchase Agreement hereby is amended and restated in its entirety to read as set forth in Exhibit A to this Amendment, and references in the Purchase Agreement to “Exhibit A” or the Schedule in the form set forth on Exhibit A to the Purchase Agreement shall instead mean and refer to Exhibit A hereto and the Schedule in the form set forth on Exhibit A hereto.

5. Limitation of Amendments.

A. The amendments set forth herein are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any document or agreement relating to the Purchase Agreement (individually a “Loan Document” and collectively the “Loan Documents”), or (b) otherwise prejudice any right or remedy which Silicon may now have or may have in the future under or in connection with any Loan Document.

B. This Amendment shall be construed in connection with and as part of Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

6. Representations and Warranties. To induce Silicon to enter into this Amendment, Seller hereby represents and warrants to Silicon as follows:

A. Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no default or Event of Default has occurred and is continuing;

B. Seller has the power and authority to execute and deliver this Amendment and to perform its obligations under the Purchase Agreement, as amended by this Amendment;

C. The organizational documents of Seller delivered to Silicon in connection with the original execution of the Purchase Agreement remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

D. The execution and delivery by Seller of this Amendment and the performance by Seller of its obligations under the Purchase Agreement, as amended by this Amendment, have been duly authorized;

E. The execution and delivery by Seller of this Amendment and the performance by Seller of its obligations under the Purchase Agreement, as amended by this Amendment, do not and will