AMENDMENT NO. 1 TO SECURITY AGREEMENT
Exhibit
4.10
AMENDMENT
NO. 1 TO SECURITY AGREEMENT
AMENDMENT
NO. 1 TO THE SECURITY AGREEMENT (this “Amendment”), dated as of August ___, 2007
made by MOHEN, INC. d/b/a SPIRAL FROG, a Delaware corporation (the “Company”),
in favor of Gottbetter Capital Finance, LLC in its capacity as collateral
agent
(in such capacity, the “Collateral Agent”) for the “Buyers” party to a certain
Amended and Restated Purchase Agreement, dated August 6, 2007.
WITNESSETH:
WHEREAS,
the Company and the Collateral Agent for the benefit of each of the Buyers
are
parties to a Security Agreement, dated March ___, 2007 (hereinafter the
“Security Agreement”); and
WHEREAS,
the Company and the Collateral Agent desire to amend the Security Agreement
as
hereinafter set forth.
NOW,
THEREFORE, the parties hereto agree as follows:
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1.
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Section
2 shall be amended to include a new subsection (f), which shall
read as
follows:
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“(f)
all
Equipment;” and
the
proviso at the end of Section 2 referencing the Equipment shall be deleted
in
its entirety.
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2.
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Subsections
(f) through (p) of Section 2 of the Security Agreement shall accordingly
be re-lettered following the inclusion of a new subsection (f)
to the
Security Agreement.
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3.
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Except
as specifically provided in and modified by this Amendment, the
Security
Agreement is in all other respects hereby ratified and confirmed
and
references to the Security Agreement shall be deemed to refer to
the
Security Agreement as modified by this
Amendment.
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4.
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This
Amendment may be signed in any number of counterparts with the
same effect
as if all parties to this Amendment signed the same
counterpart.
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IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the day
and
year first above written.
| MOHEN, INC. | |||
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By:
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| Xxxxxxx Xxxxxx, Corporate Secretary | |||
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GOTTBETTER
CAPITAL FINANCE, LLC
as
Collateral Agent
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By:
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Name:
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Title:
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