AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT

This Amendment (“Amendment”) is made effective as of October 2, 2008, and amends that certain Exclusive License Agreement (hereinafter, the “Agreement”), dated September 22, 2008, by and between Global Entertainment Holdings, Inc., as the “Licensor”, and Global Universal Pictures, Inc., as the “Licensee.”

WHEREAS , Licensor has agreed to consent to Licensee’s assignment of certain rights granted under the Agreement; and

WHEREAS , Licensee desires that Licensor undertake an investment in B & J Pictures, Inc., a New Brunswick Corporation (“B & J”), a entity that is producing the film, Blue Seduction, based on the intellectual property licensed under the Agreement; and

WHEREAS , B & J is majority owned and controlled by Licensee, and Licensee covenants with Licensor that it will cause B & J to become a co-debtor of a certain promissory note executed by Licensee as consideration for the licensing rights granted under the Agreement; and

WHEREAS , the Licensor is agreeable to such transactions, predicated upon the mutual execution of this Amendment;

NOW, THERFORE , in consideration of the mutual covenants contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee hereby agree to amend the Agreement as set forth below:

1.           Sub-Section 3.1 of Section 3 of the Agreement, captioned COMPENSATION, shall be amended as follows:

The reference therein to:  “… (i) a sum of CA$150,000, and …”, shall be amended to state:

“… (i) a sum of $150,000, payable in United States Dollars, and shall be payable by promissory note, in the form attached hereto as Schedule B, incorporated as a part of this Agreement, and …”

2.           The Agreement shall be amended by affixing a Schedule B, listing a promissory note to be executed by the Licensee in consideration for the licensing rights granted under the Agreement, which Schedule B shall be incorporated as a part of the Agreement.

3.           This Amendment shall amend the Agreement only as expressly set forth hereinabove and in all other respects, said Agreement shall remain unchanged and in full force and effect.  All capitalized terms used but not defined herein shall have the respective meaning ascribed to them in the Agreement hereby amended.

4.           The Agreement as amended by this Amendment, including any and all schedules thereto or hereto, contains the entire understanding of Licensor and Licensee with respect to the intellectual rights granted Licensee under the Agreement, and supersedes and abrogates all contemporaneous and prior understandings of the parties, whether written or oral, relating thereto.  The Agreement as amended by this Amendment may not be further modified or changed except in a writing executed by the parties.

The signatories below represent that they have been duly authorized by their respective companies to execute this Amendment.

ACCEPTED AND AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE.

ACKNOWLEDGED AND AGREED TO :

B & J Pictures, Inc.

1.   Promise to Pay .  For good and valuable consideration, the receipt of which is hereby acknowledged, GLOBAL UNIVERSAL PICTURES, INC., a Canadian corporation whose address is 11 Pine Court, Maugerville, New Brunswick, Canada E3A 8M8 (“Maker”), promises to pay to GLOBAL ENTERTAINMENT HOLDINGS, INC., a Nevada corporation (“Payee”), on March 31, 2009 (the “Maturity Date”), unless sooner paid as provided in Section 3 hereof, the principal sum of One Hundred Fifty Thousand ($150,000.00) Dollars (U.S.), plus accrued interest thereon, in one lump sum payment.  The principal sum of this Secured Promissory Note (the “Note”) shall bear interest at a rate equal to ten percent (10%) per annum from the date hereof to the date the principal sum is paid in full; provided however that if this Note is not paid in full on the Maturity Date or the date required pursuant to Section 3 hereof, whichever is earlier, the unpaid balance of the Note shall bear interest therefrom and until paid at the Default Rate (as hereinafter defined).  All payments under this Note shall be made to the order of the Payee at 650 N. Bronson Avenue, Suite B-116, Los Angeles, California 90004, or such other address as Payee may designate in writing to Maker, in United States Dollars, and shall be applied first to accrued, but unpaid interest, if any, and then to principal.

2.   Security .  The full and punctual payment and performance of this Note by Maker is secured by a grant by Maker to Payee of a general lien on any and all rights in and to the motion picture property being produced by Maker or its affiliates, tentatively entitled “Blue Seduction”, plus the intellectual property rights licensed to Maker by Payee, pursuant to a certain Exclusive Licensing Agreement of even date herewith (hereinafter, the foregoing described general lien and the licensed intellectual property rights are collectively referred to as the “Collateral”).  Maker, and any co-debtor, hereby grant Payee a first priority security interest in and to the Collateral, subordinate only to any bank loan granted for purposes of financing “Blue Seduction.”  The security interest granted in the Collateral to Payee hereunder extends to the proceeds of any sale or other transfer or disposition of the Collateral, whether by Maker, the Payee or any other entity or person, that occurs prior to the payment in full of this Note.

3.   Prepayments .

(a)   Mandatory Prepayment .  If, prior to the payment in full of this Note, an Event of Default (as defined below), occurs, the principal amount of the Note then outstanding, together with accrued but unpaid interest thereon and any other amounts that may have become due by Maker to Payee under this Note or the security interest granted herein, shall be and become immediately due and payable.  If, after the date hereof, but prior to Maturity Date, Maker shall have fully repaid any bank loans received for the production of “Blue Seduction,” Maker, or any co-debtor hereunder, covenants with Payee that all available funds received by Maker from any and all sources, shall first be used to immediately pa