0001144204-10-005274 Sample Contracts

April 1, 2009
Inducement Agreement • February 4th, 2010 • Liberator, Inc. • Blank checks • New York

We are pleased that Remark Enterprises, Inc., a Nevada corporation (the “Company”), has decided to retain New Castle Financial Services LLC (“New Castle”) to provide general financial advisory and investment banking services as set forth herein. This letter agreement (“Agreement”) will confirm New Castle’s acceptance of such retention and set forth the terms of our engagement. For purposes of this Agreement, the term “Company” shall include all of Remark Enterprises Inc. and its subsidiaries, successors and assigns and any other entity that survives following any transaction in which Remark Enterprises Inc. mergers or combines with another entity.

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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.
Liberator, Inc. • February 4th, 2010 • Blank checks

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

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