SECOND AMENDMENT TO EXHIBIT B TO THE STOCK PURCHASE, LOAN AND SECURITY AGREEMENT

SECOND AMENDMENT
TO EXHIBIT B TO THE
STOCK PURCHASE, LOAN AND SECURITY AGREEMENT

This Second Amendment to Exhibit B to the Stock Purchase, Loan and Security Agreement (the “Second Amendment”) dated effective as of May 1, 2009, by and among the Investors and Beamz Interactive, Inc. (the “Company”), is executed by an authorized officer of the Company. Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the Stock Purchase Agreement.

WITNESSETH:

WHEREAS, the Investors and the Company are parties to that certain Stock Purchase, Loan and Security Agreement, dated as of January 28, 2009, as amended on February 23, 2009 (the “Stock Purchase Agreement”); and

WHEREAS, Section 2.3 of the Stock Purchase Agreement provides that Exhibit B to the Stock Purchase Agreement shall be amended to reflect the additional purchases of Shares and loans made pursuant to an Additional Closing; and

WHEREAS, in accordance with the terms of the Stock Purchase Agreement, the Company held an Additional Closing and issued additional Series C Preferred Stock and Notes to Xxxx Xxxxxxxxx and Evolution Marketing, Inc. effective as of May 1, 2009; and

WHEREAS, in light of the above, the Company desires to amend Exhibit B to the Stock Purchase Agreement as provided below;

NOW, THEREFORE, Exhibit B to the Stock Purchase Agreement is hereby amended as follows:

(1)         Amendment of Exhibit B. Exhibit B to the Stock Purchase Agreement is hereby amended to read in its entirety as set forth in Exhibit A attached hereto.

(2)         Except as specifically provided herein, the Stock Purchase Agreement shall remain in full force and effect.

1

IN WITNESS WHEREOF, the authorized officer of the Company has executed this Second Amendment as of the date first above written.

	COMPANY:
	/s/ Xxxxxxx Xxxxx
`	Xxxxxxx Xxxxx, CEO

2

Exhibit A

EXHIBIT B

INVESTORS AND PURCHASES

Name of Investor		Shares Purchased				Aggregate Purchase Price for Shares				Principal Amount of Loan
INITIAL CLOSING January 28, 2009
TM 07 Investments LLC			70,286			$	492			$	49,508
CMI International LLC			35,143			$	246			$	24,754
CJMO, LLC			105,429			$	738			$	74,262
Oak Stream Investors II, Ltd.			140,572			$	984			$	99,016
Xxxxxx X. Xxxxxxx			70,286			$	492			$	49,508
Hotwire Development, LLC			140,572			$	984	(1)		$	99,016	(1)
ADDITIONAL CLOSING February 23, 2009
Xxxx Xxxxxxx			35,143			$	246	(2)		$	24,754	(2)
Xxxxxx X. Xxxxxxx			49,200			$	344	(3)		$	34,656	(3)
Xxxxx Xxxxxxxx			35,143			$	246	(2)		$	24,754	(2)
Xxxx Xxxx			35,143			$	246	(2)		$	24,754	(2)
TM 07 Investments, LLC(4)			126,515			$	886	(5)		$	89,114	(5)
ADDITIONAL CLOSING May 1, 2009
Xxxx Xxxxxxxxx			35,143			$	246			$	24,754
Evolution Marketing, Inc.			70,286			$	492			$	49,508
TOTAL			948,861			$	6,642			$	668,358

A-1

⁽¹⁾In lieu of a $100,000 fee under that certain Development, Manufacturing and Outsourcing Agreement, of even date herewith, by and between Hotwire and the Company.

⁽²⁾ In lieu of a $25,000 fee for service as a director of the Company.

⁽³⁾ In lieu of a $25,000 fee for service as a director of the Company and a $10,000 consulting fee for service as a consultant to the Company.

⁽⁴⁾ Xxxxxxx Xxxxx’x Series C Preferred Stock and Notes issued for his service as a director and his service as Chief Executive Officer are issued in the name of TM 07 Investments, LLC.

⁽⁵⁾ In lieu of a $25,000 fee for service as a director and $65,000 fee for service as the Chief Executive Officer of the Company.

A-2