SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT

Exhibit 10.7

SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This Second Amendment dated August 6, 2009, amends the Securities Purchase Agreement (the “ Agreement ”) dated as of May 13, 2009, as amended, by and between XShares Group, Inc., a Delaware corporation (the “ Company ”), and MGT Capital Investments, Inc., a Delaware corporation, (the “ Purchaser ”).

WHEREAS, the parties desire to again amend certain terms and conditions of the Agreement.

Purchaser and Company agree as follows.

1.                Term .  The term of this Amendment commences on the date set forth above and continues in effect coterminous with the term of the Agreement.

2.                Defined Terms . Except as defined herein, all defined terms used in this Amendment have the meaning set forth in the Agreement.

3.                Issuance of the Second Note. Subsection 1.1 of the Agreement is hereby as follows:.

“ 1.1.        Issuance of Two Convertible Promissory Notes.

(a)               The Board of Directors has duly approved the issuance of the Convertible Promissory Note (the “ Original Note ”), in the original principal amount of $1