AMENDMENT dated June 26, 2009 To the Engagement Letter dated April 1, 2009 by and between Remark Enterprises, Inc. and New Castle Financial Services LLC, And the Inducement Agreement dated 4/3/09 executed by OneUp Innovations, Inc.

AMENDMENT dated June 26, 2009

To the Engagement Letter dated April 1, 2009 by and between Remark Enterprises, Inc. and New Castle Financial Services LLC,

And the Inducement Agreement dated 4/3/09

executed by OneUp Innovations, Inc.

WHEREAS, the parties have agreed to lower the minimum raise amount required to close from $2,500,000 to $2,000,000;

WHEREAS, the parties desire to reduce New Castle’s compensation in connection therewith;

WHEREAS, the parties contemplate closing on $2,000,000 on June 26, 2009;

IT IS HEREBY AGREED AS FOLLOWS:

1) Xxxxxxxxx 0x xxxxx xx amended to reflect that New Castle or its designees shall receive 2,732,980 common shares, representing 4.5% of the number of the surviving company’s common stock existing immediately following the consummation of the closing.

2) Paragraph 3d shall be amended to reduce New Castle’s warrant coverage from 3% to 2.4%.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Engagement Letter and Inducement Agreement effective as of the date written below.

New Castle Financial Services LLC	Remark Enterprises, Inc.
/s/ Xxxxxxx Xxxxxx	/s/ Xxxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxx, President	Xxxxxxxx Xxxxxxxx, President

OneUp Innovations, Inc.

/s/ Xxxxx X. Xxxxxxxx

Xxxxx Xxxxxxxx, CEO