Attached files

file filename
10-K/A - LIBERATOR, INC.v173006_10ka.htm
EX-31.2 - LIBERATOR, INC.v173006_ex31-2.htm
EX-32.2 - LIBERATOR, INC.v173006_ex32-2.htm
EX-32.1 - LIBERATOR, INC.v173006_ex32-1.htm
EX-31.1 - LIBERATOR, INC.v173006_ex31-1.htm
EX-10.3 - LIBERATOR, INC.v173006_ex10-3.htm

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)
Paragraph 3c shall be 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/ Anthony Lodati
/s/ Lawrence Rothberg
Anthony Lodati, President
Lawrence Rothberg, President

OneUp Innovations, Inc.

/s/ Louis S. Friedman
Louis Friedman, CEO