AMENDMENT TO PLACEMENT AGENCY AGREEMENT

Placement Agent Agreement

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This Placement Agent Agreement involves

ADAGIO ACQUISITION I, INC

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Title: AMENDMENT TO PLACEMENT AGENCY AGREEMENT
Date: 9/21/2006

Exhibit 10.1

AMENDMENT TO PLACEMENT AGENCY AGREEMENT

September 20, 2006

YYYY

Ladies and Gentlemen:

The undersigned, Adagio Acquisition I, Inc. (the “Company”), has entered into that certain Placement Agent Agreement with you (the “Placement Agent”) dated June 27, 2006 (the “PAA”). Capitalized terms not otherwise defined herein shall have their respective meanings as set forth in the PAA.

Both the Company and the Placement Agent hereby agree to decrease the Minimum Offering from 200,000 Shares to 100,000 Shares, at an aggregate offering price of $500,000 and to extend the Offering Period until the earli

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