EX-10.120






Exhibit 10.120



AMENDMENT AND CONSENT




This Amendment and Consent, dated as of March 31, 2006 (this “Amendment”), is between
and among Platinum Equity, LLC, a Delaware limited liability company (“Seller”) and Warp
Technology Holdings, Inc., a Nevada corporation (“Purchaser”).



RECITALS:





	 	A.	 	Purchaser acquired Tesseract Corporation, a California corporation (the
“Company”) pursuant to a Merger Agreement, dated September 12, 2005, between
and among Seller, Purchaser and certain wholly owned subsidiaries of Purchaser.






	 	B.	 	In connection with the acquisition of the Company, Purchaser issued to Seller a
promissory note, aggregate principal amount $1,750,000, with a maturity date of March
31, 2006 (the “Seller Note”).






	 	C.	 	The parties hereto desire to amend the Seller Note as set forth herein.





AGREEMENTS;




NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements
herein contained, and intending to be legally bound hereby, the parties hereto do hereby agree as
follows:



1. Amendment to Seller Note. Section 1 of the Seller Note is amended and
restated to read as follows:




“1. Maturity Date. Subject to the provisions of Section 5 below, the
aggregate principal amount of this Note and accrued interest thereon shall be due and
payable as follows: (i) on March 31, 2006, $1,000,000 shall be paid to the Seller; and (ii)
the remaining $750,000 plus all accrued but unpaid interest shall be paid on the earliest of
(w) the second business day following the closing of the acquisition of Unify Corporation by
the Purchaser, (x) the second business day following termination of the merger agreement
pursuant to which Unify is being acquired by the Purchaser, (y) the second business day
after Purchaser closes an equity financing of at least $2.0 million subsequent to the date
of this Amendment and (z) July 31, 2006 (the “Maturity Date”).”



2. Miscellaneous.



(a) The validity, construction and performance of this Amendment, and any action
arising out of or relating to this Amendment shall be governed by the laws of the State of
Delaware, without regard to the laws of the State of Delaware as to choice or conflict of laws.



(b) Except as modified herein, all other terms and provisions of the Seller Note are
unchanged and remain in full force and effect.



(c) The captions contained in this Amendment are for convenience of reference only,
shall not be given meaning and do not form a part of this Amendment.



(d) This Amendment may be executed in counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same instrument. This
Amendment shall become effective when each party to this Amendment shall have received a
counterpart hereof signed by the other party to this Amendment.



(e) This Amendment shall be binding upon any permitted assignee, transferee,
successor or assign to any of the parties hereto.



IN WITNESS WHEREOF, each of the parties has executed this Amendment as of the date first set
forth above.




WARP TECHNOLOGY HOLDINGS, INC.




By: /s/ Ernest C. Mysogland




	 	 	Name: Ernest C. Mysogland






An authorized officer




PLATINUM EQUITY, LLC




By: /s/ Eva Kalawski




	 	 	Name: Eva Kalawski






An authorized officer