DigiSpace Holdings, Inc.

DigiSpace Holdings, Inc.

000 Xxxxxx Xxxxxx, Xxxxx 00000

San Francisco, California, 94104

Telephone (000) 000-0000

December 19, 2011

Mr. Xxxxx Xxxx, Mr. Xxxx Xxxxxx

   and DigiSpace Solutions, LLC

0000 Xxxxx Xxxxxx, Xxxxx 000,

San Diego, California 92101

Dear Xxxxx and Xxxx:

Re:

Third Amendment to the August 3, 2011 agreement to acquire DigiSpace Solutions, LLC

This letter is to confirm the agreement of DigiSpace Holdings, Inc. (“Purchaser”), on the one hand, and Xxxxx Xxxx and Xxxx Xxxxxx (“Vendors”), on the other, to enter into a third amendment (“Third Amendment”) to the August 3, 2011 letter agreement (the “Agreement”) for the acquisition of Digispace Solutions, LLC (“Company”).  The parties have agreed as follows:

1)

The Closing Date, as defined in the Agreement, shall be January 10, 2012.  

2)

Simultaneous with the execution of this Third Amendment, DigiSpace Holdings, Inc. shall pay to Xxxx Xxxxxx the sum of $97,225.45.

3)

The Options (as defined in the Agreement) will be executed and delivered on the Closing Date.  Both Xxxxx Xxxx and Xxxx Xxxxxx agree to sign whatever documents are required at the closing prior to receiving the Options.  The exercise price on the Options will be reduced from $0.45 to $0.28 per share.  

4)

All other terms and conditions of the Agreement, the September 1, 2011 Amendment (the “First Amendment”), and the September 30, 2011 Amendment (the “Second Amendment”) are hereby ratified and confirmed, and the terms, provisions and covenants thereof shall remain and continue in full force and effect and the Agreement, First Amendment, Second Amendment, and this Third Amendment shall be read and construed as one instrument.  

5)

The terms of this Third Amendment shall supersede all previous discussions, agreements, and amendments of the parties with respect to the matters described herein.  

If the terms contained in either the Agreement, First or Second Amendment conflict with the terms contained herein, the terms of this Third Amendment shall prevail.  

If the foregoing accurately reflects our agreement and is in accordance with your understandings, please so indicate by signing this letter and returning it to us at your earliest convenience.  Execution by all of the parties will constitute a binding agreement between the parties in accordance with the terms hereof.

Yours truly,

DIGISPACE HOLDINGS, INC.

/s/ Xxxxxx X. XxXxxxxxx

Xxxxxx X. XxXxxxxxx, CEO

The foregoing agreement is accepted, approved and agreed to this 19th day of December, 2011 by the undersigned:

/s/ Xxxxx Xxxx

Xxxxx Xxxx

/s/ Xxxx Xxxxxx

Xxxx Xxxxxx

DIGISPACE SOLUTIONS, LLC

/s/ Xxxxx Xxxx

Xxxxx Xxxx, Authorized Signatory