AMENDMENT AND WAIVER AGREEMENT

Exhibit 10.1     AMENDMENT AND WAIVER AGREEMENT   AMENDMENT AND WAIVER AGREEMENT (this “Agreement”), dated as of December ___, 2008, by and between EnterConnect Inc., a Nevada corporation with headquarters located at 100 Century Center Court, Suite 650, San Jose, California 95112-4537  (the “Company”) and ______________________ (the “Investor”).   WHEREAS:   A.      The Company and the Investor are parties to that certain Securities Purchase Agreement, dated as of December 20, 2007 (the “Securities Purchase Agreement”), pursuant to which, among other things, the Investor purchased from the Company (i) senior secured notes (the “Notes”) and (ii) warrants (the “Warrants”) which are exercisable to acquire shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (the “Warrant Shares”).   B.       In connection with the execution and delivery of the Securities Purchase Agreement, the Company entered into that certain Registration Rights Agreement, dated December 19, 2007, by and among the Company, the Investor and other investors party thereto, as amended by the Waiver and Amendment Agreement, dated as of June 19, 2008, by and among the Company and the Required Holders (as amended, the “Registration Rights Agreement”), pursuant to which the Company agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder, and applicable state securities laws.   C.      The Company and the Investor desire to enter into this Agreement, pursuant to which, among other things, the Company and the Investor shall (i) amend the Notes, (ii) waive certain adjustments to the number of Warrant Shares issuable upon exercise of the Warrants that would occur upon adjustment of the Exercise Price as a result of the amendment to the Notes provided for by this Agreement and (iii) waive certain Events of Default arising out of the Company’s failure to meet certain requirements set forth in Section 2(g) of the Registration Rights Agreement as more fully set forth below.   D.      The Investor delivered to the Company an Optional Redemption Notice, pursuant to which the Investor exercised its right of Optional Redemption (the “Notice”).  Contemporaneously with the Effective Date (as defined below) the holder wishes to rescind and withdraw the Notice.
   

 
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Securities Purchase Agreement, the Registration Rights Agreement and the Notes.   NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the Company and the Investor hereby agree as follows:  

  (a)           Amendment and Waivers.  Upon the Effective Date (as defined below):   (i)            Adjustment to Conversion Price.  The Conversion Price of the Notes shall be adjusted to $0.10.   (ii)           Adjustment to Optional Redemption Date.  The term “Optional Redemption Date” as set forth in Section 29 of the Notes shall be amended as follows:   ““Optional Redemption Date” means June 20, 2009.”   (iii)          Optional Redemption by the Company.  The following shall be added to the Notes as a new Section 8(A):  

  (a)           Optional Redemption by the Company.  At any time after the Issuance Date and prior to the Optional Redemption Date, the Company shall have the right, in its sole discretion, to redeem up to fifty percent (50%) of the Note (a "Company Optional Redemption").  In order for the Company to exercise the Company Optional Redemption, the Company shall deliver written notice by confirmed facsimile and overnight courier to all, but not less than all, of the holders of the Notes (the "Company Optional Redemption Notice" and the date such notice is delivered to all the holders is referred to as the "Company Optional Redemption Notice Date") no later than twenty (20) Trading Days prior to the Company Optional Redemption Date (as hereafter defined) which shall (w) state the date on which the Company Optional Redemption shall occur (such date, the "Company Optional Redemption Date"), (x) describe the redemption rights provided in this Section 8(A), (y) set forth the Optional Redemption Price, and (z) state the aggregate Principal of the Notes which the Company has elected to be subject to such Company Optional Redemption from all of the holders of the Notes pursuant to this Section 8(A) (and analogous provisions under the Other Notes) plus accrued and unpaid Interest thereon (the "Company Optional Redemption Amount").  The portion of this Note subject to redemption pursuant to this Section 8(A)(a) shall be redeemed by the Company in cash at a price the Optional Redemption Price.  The Company Optional Redemption Notice shall be irrevocable.  Notwithstanding anything to the contrary in this Section 8(A), but subject to Section 3(d), until the Holder receives the Optional Redemption Price, the Conversion Amount reflected in such Company Optional Redemption Notice may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3 (and any such conversions shall be deemed to be a withdrawal of the Company Optional Redemption Notice to the extent of such conversion if so indicated by the Holder), and any such conversion shall reduce the Conversion Amount reflected in such Optional Redemption Notice if so indicated by the Holder.  The Company Redemption Amount which is to be paid to the Holder on the applicable Company Optional Redemption Date shall be redeemed by the Company, and the Company shall pay to the Holder on such Company Optional Redemption Date by wire transfer of immediately available funds, the Optional Redemption Price.
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(b)           Pro Rata Redemption Requirement.  If the Company elects to cause a Company Optional Redemption pursuant to Section 8(A), then it must simultaneously take the same action with respect to the Other Notes.  If the Company elects to cause a Company Optional Redemption pursuant to this Section 8(A) (or similar provisions under the Other Notes) with respect to less than fifty percent (50%) of the principal amount of the Notes then outstanding, then the Company shall require redemption of a Principal amount from the Holder and each holder of the Other Notes equal to the product of (i) the aggregate principal amount of Notes which the Company has elected to cause to be redeemed pursuant to Section 8(A), multiplied by (ii) the fraction, the numerator of which is the sum of the initial principal amount of Notes purchased by such holder (or the ultimate holder of a Note transferred as set forth below with an allocation among such Notes as set forth below) and the denominator of which is the initial principal amounts of Notes purchased by all holders (or the ultimate holder of a Note transferred as set forth below with an allocation among such Notes as set forth below) holding outstanding Notes (such fraction with respect to each holder is referred to as its “Redemption Allocation Percentage”, and such amount with respect to each holder is referred to as its “Pro Rata Redemption Amount”); provided that in the event that the initial holder of any Notes has sold or otherwise transferred any of such holder's Notes, the transferee shall be allocated a pro rata portion of such transferring holder's Redemption Allocation Percentage and Pro Rata Redemption Amount; and provided further, that in the event any holder's Pro Rata Redemption Amount exceeds the outstanding principal amount of such holder's Note, any excess redemption amount shall be applied to the principal amount of all remaining Notes on a pro rata basis pursuant to this subsection (b).
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(c)           Company Option Redemptions Generally.  The Company shall deliver the Optional Redemption Price to the Holder on the Company Optional Redemption Date.  No later than one (1) Trading Day following any Company Optional Redemption Date, the Company shall file a Current Report on Form 8-K describing the terms of such Company Optional Redemption Date.  To the extent redemptions required by this Section 8(A) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments.”   (iv)           Waiver of Warrant Shares Adjustment.  The Investor waives any adjustment to the number of Warrant Shares issuable upon exercise of the SPA Warrants that would occur as a result of any adjustment to the Exercise Price pursuant to Section 2(a) of the SPA Warrants occurring as a result of the adjustment to the Conversion Price pursuant to Section 1(a)(i) above.   (v)           Waiver of Certain Events of Default.  The Investor hereby waives any Event of Default arising as a result of the Effectiveness Failure as a result of the Registration Statement not having been declared effective on or before the Initial Effectiveness Deadline.   (b)           Effective Date.  This Agreement and the amendments and waivers contained herein shall be effective at such time as agreements in the same form and substance as this Agreement other than the identity of the Investor are executed by the Company and the Required Holders (such time, the “Effective Date”).  

  (a)           Ratifications.  The Company hereby confirms and agrees that, except as otherwise expressly provided in this Agreement, the Securities Purchase Agreement and each other Transaction Document are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, except that on and after the Effective Date all references in the Securities Purchase Agreement or the other Transaction Documents to “Notes” or “Note” or words of like import referring to the Notes or a Note shall mean the Notes as amended by this Agreement.   (b)           Amendment to Transaction Documents.       Each of the Transaction Documents are hereby amended as follows:
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(i)            All references to “Notes” or “Note” shall be amended to include additionally each Note and all of the N