Exhibit 10.13


 


AMENDMENT TO TRANSACTION
DOCUMENTS AGREEMENT


 


Agreement made this 16th day of March, 2006 (“Amendment”)
among Aegis Assessments, Inc., a Delaware corporation (the “Company”), and
the signators hereto who are Subscribers under a certain Subscription Agreement
with the Company dated February 16, 2006 (“Subscribers”).


 


For good and valuable mutual consideration, receipt
of which is hereby acknowledged, the parties hereto agree as follows:


 


1.                                       All capitalized terms herein shall have the
meanings ascribed to them in the Transaction Documents (as defined in the
Subscription Agreement).


 


2.                                       The Company and the Subscribers hereby agree
to amend the Transaction Documents to reflect the additional Purchase Price (“Additional
Purchase Price”) as set forth on Schedule A hereto.  Purchase Price shall mean the aggregate of
the Purchase Price in connection with the February 16, 2006 Closing Date
and the Additional Purchase Price.


 


3.                                       The Company and Subscribers hereby agree to
waive any disproportionality between the Purchase Price of the February 16,
2006 Closing Date and the Additional Purchase Price of the Second Closing.


 


4.                                       An additional Closing (the “Second Closing”)
shall take place on or before March 31, 2006 (the “Second Closing Date”)
in connection with the Additional Purchase Price and the Notes and Warrants
issuable in connection therewith, upon satisfaction of all conditions to
Closing set forth in the Transaction Documents and in this Amendment.  The amount of the Additional Purchase Price
and all documents to be delivered hereunder will be deposited and held with the
Escrow Agent and released pursuant to the Escrow Agreement.  The Notes and Warrants to be delivered on the
Second Closing Date are included in the definition of “Securities” in the Subscription
Agreement.


 


5.                                       All the representations, warranties and
undertakings made by the Company in the Transaction Documents as of the Closing
Date are hereby made by the Company as of the Second Closing Date, as if such
representations, warranties and undertakings were also made and given on the
Second Closing Date.


 


6.                                       All the representations, warranties and
undertakings made by the Subscribers contained in the Transaction Documents as
of the Closing Date are hereby made by the Subscribers as of the Second Closing
Date, as if such representations, warranties and undertakings were also made
and given on the Second Closing Date.


 


7.                                       All of the covenants and conditions set forth
in the Subscription Agreement are hereby adopted and renewed by the Company as
of and for the Second Closing Date.


 


8.                                       All of the covenants and conditions set forth
in the Subscription Agreement are hereby adopted and renewed by the Subscribers
as of and for the Second Closing Date.


 


9.                                       On or before the Second Closing Date, the
Company will deliver to the Subscribers, Notes, and Warrants issued as of the
Second Closing Date in the amounts set forth on Schedule A hereto in
connection with the Additional Purchase Price which the Subscribers will
deposit with the Escrow Agent on or before the Second Closing Date.


 


10.                                 The Filing Date and Effective Date for all
Registrable Securities, including all Registrable Securities relating to the
Additional Purchase Price, Notes and Warrants to be issued on the Second
Closing Date shall be as described in Section 11.1(iv) of the
Subscription Agreement.


 


1

















 


11.                                 The Maturity Date of the Notes to be issued
on the Second Closing Date will be the same as the Maturity Date of the Notes
issued on the Closing Date.


 


12.                                 The Warrants to be issued on the Second
Closing Date will be identical to the Warrants issued on the Closing Date.


 


13.                                 On or before the Second Closing Date, the
Company will deliver to the Subscribers the legal opinion described in Section 6
of the Subscription Agreement in relation to the Second Closing, Additional
Purchase Price, Notes, and Warrants to be delivered on the Second Closing Date,
which opinion will be substantively identical to the legal opinion delivered in
connection with the Closing.


 


14.                                 In connection with the Additional Purchase
Price, the Placement Agent will receive cash Placement Agent’s Fees and
Placement Agent’s Warrants in the same proportion as received in connection
with the February 16, 2006 Closing.


 


15.                                 The attorney for the Subscribers will receive
additional Legal Fees from the Company of $3,000 which will be payable on the
Second Closing Date out of the Escrowed Payment (as defined in the Escrow
Agreement).


 


16.                                 The signators hereto acknowledge and agree
that the Security Agreement and Collateral Agent Agreement executed by the
Company, Subsidiaries, Subscribers and Collateral Agent relate to the
Additional Purchase Price as if such Additional Purchase Price had been paid
and released to the Company on the February 16, 2006 Closing Date.  The Collateral Agent is authorized to make
additional security interest filings at the discretion of the Collateral Agent.


 


17.                                 The parties hereto agree to expeditiously
proceed with the Second Closing.


 


18.                                 The Company undertakes to use the proceeds of the Additional Purchase
Price solely for the fulfillments of orders.


 


19.                                 All other terms of the Transaction Documents
shall remain in full force and effect and govern this Agreement.


 


[THIS SPACE INTENTIONALLY LEFT
BLANK]


 


2

















 


IN WITNESS WHEREOF, the undersigned have executed
and delivered this Amendment as of the date first written above.


 


	
  “COMPANY”

  	
  “THE COLLATERAL
  AGENT”

  
	
  AEGIS ASSESSMENTS INC.

  	
  BARBARA R. MITTMAN

  
	
  a Delaware corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Richard Reincke

  	
   

  	
   /s/ Barbara Mittman

  	
   

  
	
  Its:

  	
  President

  	
   

  	
   

  
	
   

  	
   

  
	
  “SUBSCRIBERS”:

  
	
   

  	
   

  
	
   

  	
   

  
	
   /s/
  Konrad Ackerman

  	
   

  	
   /s/
  Harborview Master Fund LP

  	
   

  
	
  ALPHA CAPITAL AKTIENGESELLSCHAFT

  	
  HARBORVIEW MASTER FUND LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   /s/ DKR
  Soundshore Oasis Holding Fund Ltd.

  	
   

  	
   

  
	
  DKR SOUNDSHORE OASIS HOLDING FUND LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   /s/ Barbara Mittman

  	
   

  	
   

  
	
  GRUSHKO & MITTMAN, P.C

  	
   

  
	
  ESCROW AGENT

  	
   

  



 


3

















 


SCHEDULE A TO AMENDMENT


 


	
  SUBSCRIBER

  	
   

  	
  ADDITIONAL

  PURCHASE PRICE

  	
   

  	
  PURCHASE

  PRICE OF

  FEBRUARY 16,

  2006

  	
   

  
	
  ALPHA CAPITAL AKTIENGESELLSCHAFT

  Pradafant 7

  9490 Furstentums

  Vaduz, Lichtenstein

  Fax: 011-42-32323196

  	
   

  	
  $

  	
  100,000.00

  	
   

  	
  $

  	
  250,000.00

  	
   

  
	
  HARBORVIEW MASTER FUND LP

  850- Third Avenue Suite 1801

  New York, NY 10022

  Fax: (646) 218-1401

  	
   

  	
  $

  	
  100,000.00

  	
   

  	
  $

  	
  125,000.00

  	
   

  
	
  DKR SOUNDSHORE OASIS HOLDING FUND LTD.

  C/o DKR Capital Partners, L.P.

  1281 East Main Street

  Stamford, CT 06902

  Fax: (203) 674-4737

  	
   

  	
  $

  	
  100,000.00

  	
   

  	
  $

  	
  125,000.00

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  300,000.00

  	
   

  	
  $

  	
  500,000.00

  	
   

  



 


4