Amendment Agreement



 Exhibit 10.1 
 AMENDMENT 
 This Amendment (the
“Amendment”) dated as of October 20, 2009 (the “Effective Date”) is by and among Victor F. Gerber (“Gerber”), Atlas Merchant Services, Inc., a Georgia corporation (“Atlas, Inc.”), Atlas Merchant Services,
LLC, a Nevada limited liability company (the “Company”) and FNDS3000 Corp, a Delaware corporation (“Seller”). Seller, Gerber, Company and Atlas, Inc. are sometimes referred to herein singly as, a “Party,” and
collectively as, the “Parties.” 
 WHEREAS, the Parties are parties to a certain Settlement/Membership Interest
Purchase Agreement dated as of May 14, 2009 (the “Agreement”); and 
 WHEREAS, the parties desire to amend
the Agreement. 
 NOW THEREFORE, in consideration of the mutual promises contained herein and for ten dollars ($10.00)
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 
 Section 1. Price Indemnity. The Parties agree that Section 6.5 of the Agreement is hereby deleted in its entirety and the following is substituted in its stead: 
 6.5 Price Indemnity. Seller agrees that, in the event that, as of December 15, 2009 (the “Measurement
Date”), the Value of Seller’s Common Stock (as defined below) is less than $0.43 per share, Seller shall promptly deliver to Gerber an amount equal to the Shortfall (as defined below). The Shortfall shall mean the excess of $0.43 over the
Value of Seller’s Common Stock multiplied by 883,721, and the Value of Seller’s Common Stock shall be the average publicly traded price (on the over the counter bulletin board (OTC)) for the ten business days ending December 15, 2009.
Notwithstanding the foregoing or anything in this Agreement to the contrary, in the event that, during the period from November 16, 2009 through and including December 15, 2009, Viceroy Capital Group, Inc., directly or indirectly, sells or
transfers any shares of the Seller’s common stock, Seller shall have no obligations under this Section 6.5 and this Section 6.5 shall be null and void and of no force or effect. 
 Section 2 Miscellaneous. Except as modified hereby, the Agreement shall remain in full force and effect. This Agreement
may be executed in any number of counterparts, each of which shall be deemed to be an original, but such separate counterparts shall together constitute but one and the same instrument. A facsimile or electronic transmission of an executed
counterpart hereof shall have the same force and effect as the original thereof. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason whatsoever, the Parties agree that the
unenforceable provision shall be re-written in such manner as to effectuate the intent of the Parties as expressed herein as closely as possible. 







 IN WITNESS WHEREOF, the parties hereto have hereunto executed this Amendment as of
the day and year first above written. 
  

					
	ATLAS MERCHANT SERVICES, INC.
		
	By	 	     /s/ Victor F. Gerber

	Name:	 	Victor F. Gerber
	Title:	 	CEO
		
	 	 	    /s/ Victor F. Gerber
	VICTOR F. GERBER
	
	FNDS3000 CORP
		
	BY	 	     /s/ John Watson

		 	Name:	 	John Watson
		 	Title:	 	Executive Vice President
	
	ATLAS MERCHANT SERVICES, LLC
		
	BY	 	     /s/ Victor F. Gerber

		 	Name:	 	Victor F. Gerber
		 	Title:	 	Member