Amended Second Lease Line Agreement

Exhibit 10.39


December 11, 2003


VIA: FEDERAL EXPRESS (Fax No. 949-727-9660) (Telephone No. 949-743-2029)


Kevin Herzog Chief Financial Officer VitalStream Holdings, Inc. One Jenner, Suite 100 Irvine, CA 92618

RE: AMENDED SECOND LEASE LINE AGREEMENT

Dear Kevin:

BOSTON FINANCIAL & EQUITY CORPORATION ("BF&EC") is pleased to make the following Second Lease Line Agreement ("Agreement") with VitalStream Holdings, Inc., VitalStream, Inc., and VitalStream Broadcasting Corporation, collectively ("VitalStream"), to provide equipment leasing to VitalStream in the amount hereinafter specified and for the period ("Availability Period") and on the terms and conditions hereinafter specified:


1. During the Availability Period, we would propose to lease equipment to VitalStream, which equipment, in the aggregate, would have a cost of not more than $500,000. All costs relating to the installation, freight, training, insurance and any other cost related to the acquisition, installation or operation of the leased equipment would be paid directly by VitalStream and would not be included as part of the Agreement.


2. The Availability Period commences on December 15, 2003 and expires on December 14, 2004. To the extent leases have not been executed and the purchase orders submitted by BF&EC to the supplier of the proposed leased equipment, and accepted by the supplier during the Availability Period, this Agreement will be of no further effect.


3. (a) For each item of equipment leased during the Availability Period and prior to December 31, 2003 the lease will have an initial term of Twenty-Four (24) Months with a monthly rental factor of .04801. * The actual monthly rental will be determined by multiplying the original equipment capitalized cost by the applicable Monthly Rental Factor, plus any monthly maintenance charges. Advance rental payments for Months One (1) and Twenty-Four (24) are due upon execution of each lease schedule.


(b) For each item of equipment leased thereafter during the Availability Period and after December 31, 2003 the lease will have an initial term of Thirty (30) Months with a monthly rental factor of .03936. * The actual monthly rental will be determined by multiplying the original equipment capitalized cost by the applicable Monthly Rental Factor, plus any monthly maintenance charges. Advance rental payments for Months One (1) and Thirty (30) are due upon execution of each lease schedule.


(c) Should VitalStream choose not to takedown a minimum of the Two Hundred Thousand Dollars ($200,000) on the availability of the Second Lease Line by December 31, 2003, then for each item of equipment leased the lease will have an initial term of Twenty-Four (24) Months with a monthly rental factor of .04801. * The actual monthly rental will be determined by multiplying the original equipment capitalized cost by the applicable Monthly Rental Factor, plus any monthly maintenance charges. Advance rental payments for Months One (1) and Twenty-Four (24) are due upon execution of each lease schedule.

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*These amounts are only estimated Monthly Rental Factors, and ...