Unassociated Document


    EXHIBIT
      10.1

    


    AMENDMENT
      NO. 1 TO

    COMMON
      STOCK PURCHASE AGREEMENT

    


    This
      Amendment No. 1 (this “Amendment”)
      is
      made and entered into as of the 27th
      day of
      July, 2007 by and between Foldera, Inc., a Nevada corporation (the “Company”),
      and
      the undersigned purchaser (the “Purchaser”)
      of
      shares of Common Stock of the Company. Capitalized terms used but not defined
      herein have the meanings assigned to them in the Purchase Agreement (as defined
      below).

    


    WHEREAS,
      the Company and the Purchasers entered into a Common Stock Purchase Agreement
      (the “Purchase
      Agreement”)
      dated
      as of May 4, 2007.

    


    WHEREAS,
      the Company and the Purchaser desire to amend the Purchase
      Agreement.

    


    NOW,
      THEREFORE, in consideration of the mutual agreements herein contained, the
      parties agree as follows:

    


    1.    The
      definition of “Per Share Purchase Price“ contained in Section 1.1 of the
      Purchase Agreement is hereby amended by deleting “$0.60” and inserting in lieu
      thereof “$0.15”. 

     

    2.    Except
      as
      expressly amended by this Amendment, the parties agree that all
      other
      provisions of the Purchase Agreement remain unchanged and that the Purchase
      Agreement remains in full force and effect.

    


    3.    This
      Amendment may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    [Signature
      page follows]

     

    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Common Stock
      Purchase Agreement to be duly executed as of the date first written
      above.

    
      	 	 	 
	 	
              FOLDERA,
                INC.

            
	 
 	 	 
	 	By:  	/s/ Reid
              Dabney
	 	
              
Name:
              Reid Dabney
	 	Title:
              Senior Vice President and Chief Financial
              Officer


      	 	 	 
	 	VISION
              OPPORTUNITY
              MASTER FUND, LTD.
	 
 	 
 	 
 
	 	By:  	/s/ Adam
              Benowitz
	 	
              
Name:
              Adam Benowitz
	 	Title:
              Portfolio Manager 




    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    LIST
      OF PURCHASERS

          

    
      	
              Names
                and Addresses

              of
                Purchasers

            	 	
              Number
                of Shares

              Purchased

            	 	
              Dollar
                Amount of

              Investment

            	 
	 	 	 	 	 	 	 	 
	
              INITIAL
                CLOSING:

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              Vision
                Opportunity Master Fund, Ltd

            	 	 	
              1,666,666

            	 	
              $

            	
              1,000,000

            	 
	
              20
                W. 55th Street, 5th floor 

            	 	 	 	 	 	 	 
	
              New
                York, NY 10019

            	 	 	 	 	 	 	 
	
              Fax:
                212-867-1416

            	 	 	 	 	 	 	 
	
              Attn:
                Adam Benowitz and 

            	 	 	 	 	 	 	 
	
              Antti
                Uusiheimala

            	 	 	 	 	 	 	 
	
              E-mail:
                adam@visicap.com

            	 	 	 	 	 	 	 
	
                antti@visicap.com

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              SECOND
                CLOSING:

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              Vision
                Opportunity Master Fund, Ltd

            	 	 	
              6,666,666

            	 	
              $

            	
              1,000,000

            	 
	
              20
                W. 55th Street, 5th floor 

            	 	 	 	 	 	 	 
	
              New
                York, NY 10019

            	 	 	 	 	 	 	 
	
              Fax:
                212-867-1416

            	 	 	 	 	 	 	 
	
              Attn:
                Adam Benowitz and 

            	 	 	 	 	 	 	 
	
              Antti
                Uusiheimala

            	 	 	 	 	 	 	 
	
              E-mail: adam@visicap.com

            	 	 	 	 	 	 	 
	
               antti@visicap.com

            	 	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        -
          6
          -