exv10w15



 







Exhibit 10.15




AMENDMENT NO. 1



TO



CAPITAL MARKETS CONSULTING AGREEMENT




     This Amendment No. 1 to Capital markets Consulting Agreement (the “Amendment”) is entered into
on January 30, 2006 by and between FortuNet, Inc., a Nevada corporation (“FortuNet”), and Spiegel
Partners, LLC, a Delaware limited liability company (“Spiegel”).



R E C I T A L S




     WHEREAS, FortuNet and Spiegel have entered into that certain Capital Markets Consulting
Agreement dated as of July 5, 2005 (the “Agreement”); and



     WHEREAS, FortuNet and Spiegel desire to amend the Agreement in accordance with the terms of
this Amendment.



     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged,
FortuNet and Spiegel hereby agree to amend the Agreement as follows:



A M E N D M E N T




     1. Definitions. Except as otherwise provided herein, capitalized terms used in this
Amendment shall have the definitions set forth in the Agreement.



     2. Section 6(e). Section 6(e) of the Agreement is hereby amended to read in its
entirety as follows:




“(e) Upon successful completion of the IPO by an Identified Underwriter
as defined in Section 8 below, FortuNet will pay to Spiegel a success fee of
$181,732, less all amounts previously paid pursuant to subsections (a), (c)
and (d) above.”



     3. Section 7. The second sentence of Section 7 of the Agreement is hereby amended to
read in its entirety as follows:




“In consideration of these continued Services, FortuNet agrees to issue
Spiegel 50,000 shares of FortuNet common stock, valued at the initial public
offering price of $9.00 per share; such shares shall be included in the
registration statement relating to the IPO and shall be subject to all of
the resale limitations of Rule 144 except for the notice of sale
requirements thereof.”


The fifth sentence of Section 7 of the Agreement is hereby amended to read in its entirety as


 









 






follows:





“Additionally, FortuNet agrees to pay Spiegel a $129,808 fee for Spiegel’s
continued advisory Services, payable in six equal monthly installments to be
paid in arrears on the fifth day of each month commencing after Spiegel has
provided one full calendar month of continued advisory Services following
the IPO.”



     4. Terms of Agreement. Except as expressly modified hereby, all terms, conditions and
provisions of the Agreement shall continue in full force and effect.



     5. Conflicting Terms. In the event of any inconsistency or conflict between the
Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern
and control.



     6. Entire Agreement. This Amendment and the Agreement constitute the entire and
exclusive agreement between the parties with respect to the subject matter hereof. All previous
discussions and agreements with respect to this subject matter are superseded by the Agreement and
this Amendment. This Amendment may be executed in one or more counterparts, each of which shall be
an original and all of which taken together shall constitute one and the same instrument.



* * * *



[signatures on following page]




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly
authorized representatives, effective as of the date first written above.



	 	 	 
	FORTUNET, INC.
	 	 
	/s/
Yuri Itkis
	 	 
	 	 	 
	Yuri Itkis, President
	 	 
	 
	 	 
	SPIEGEL PARTNERS, LLC
	 	 
	/s/ Jordan M. Spiegel
	 	 
	 	 	 
	Jordan M. Spiegel, Manager