PLACEMENT AGENT AGREEMENT
AMENDMENT NO.1
This
Amendment No.1 to Placement Agent Agreement is made as of the
18th day of January, 2008 by and between Geeks on Call
America, Inc., a Virginia corporation, having its principal
offices at 814 Kempsville Road, Suite 104, Norfolk, Virginia
23502 (the “Company”), First Montauk Securities
Corp. with its principal offices located at Parkway 109 Office
Center, 328 Newman Springs Road, Red Bank, New Jersey
(“FMSC” or the “Placement
Agent”).
WHEREAS,
FMSC and the Company are parties to that certain Placement
Agent Agreement dated as of October 22, 2007 by and between
FMSC and the Company (“Original Agreement”);
and
WHEREAS,
the parties desire to amend the Original Agreement to provide
for the extension of the Offering Period, to provide for a
consulting arrangement and to amend the provisions set forth
in Section 14 of the Original Agreement related to the right
of First Refusal.
NOW
THEREFORE, for good and valuable consideration, the parties
hereby agree as follows.
1.
All
terms not defined herein shall have the meaning ascribed to
such terms in the Original Agreement.
2.
Section
2 (c) of the Original Agreement is hereby amended and restated
to read:
The
Offering shall commence on the date hereof and shall expire on
January 31, 2008. Such period, as the same may be so extended,
shall hereinafter be referred to as the “Offering
Period.”
3.
The
first sentence of Section 14 of the Original Agreement is
hereb
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