Amendment To Asset Purchase Agreement

Amendment No. 1 to Asset Purchase Agreement

Exhibit 10.2
Amendment No. 1 to
    Reference is made to the Asset Purchase Agreement, dated June 9, 2011, among CommerceTel Corporation, CommerceTel, Inc. ("CommerceTel"), Digimark, LLC ("Digimark") and the Controlling Owner identified therein (the "Asset Purchase Agreement").
    The udnersigned hereby amend Section 8.02(b) of the Asset Purchase Agreement by changing the reference to "July 1, 2011" therein to "August 15, 2011".
    In consideration of this amendment, CommerceTel will pay to Digimark a non-refundable cash payment of $15,000 on or before July 13, 2011.  Digimark will use the payment solely for ordinary course of business operating expenses, including the hiring of new sales and customer support employees as disclosed to CommerceTel.
    Except as expressly set forth herein, the Asset Purchase Agreement remains unmodified and in full force and effect.
Acknowledged and agreed as of July 8, 2011 by:
CommerceTel Corporation
By: _________________
Dennis Becker, Chief Executive Officer
CommerceTel, Inc.
By: _________________
Dennis Becker, Chief Executive Officer
Digimark, LLC
By: _________________
Spencer Brannan, Chief Executive Officer
Controllingn Owner
By: _________________
Spencer Brannan