ex10-9.htm


    Exhibit
10.9

     

    AGREEMENT
TO AMEND SUBSCRIPTION AGREEMENT

    IN
MOPIE (BVI) LIMITED

    


    This Agreement to Amend Subscription
Agreement in Mopie (BVI) Limited (the “Agreement”) is made and entered into as of
___________, 2008, to be effective as of the Effective Date, as defined below,
by and between MOPIE (BVI) LIMITED, a British Virgin Islands corporation
(hereinafter referred to as the "Company"), and by _____, a/an _, residing and/or having a principal
place of (Individual/Corporation/LLC/Trust/Partnership)
business in    __________________________ (“Purchaser” or “Shareholder”), each    (State, City, Country)
individually
a “Party” and
collectively the “Parties.”

    


    W I T N E S S E T H:

    


    WHEREAS, the Purchaser
previously entered into a Subscription Agreement effective (the “Effective Date”) in
or around January, February, March or April 2008 (attached hereto as Exhibit A, the “Subscription”),
pursuant to which Purchaser subscribed to purchase ___________ shares of common
stock of the Company at USD$0.10 per share for total consideration of
$_________________, in connection with a private placement of shares of common
stock of the Company (the "Shares"), which
Shares have not been issued to date.

    


    WHEREAS, subsequent to
completion of the private placement, it has become apparent that the Company
will not have a sufficient number of authorized shares to satisfy all of its
corporate obligations.

    


    WHEREAS, it is necessary for
the Company to increase the purchase price per Share paid by the Purchaser and
other purchasers who subscribed for shares in connection with the private
placement, so that the Company will be able to issue fewer overall shares in
connection with the private placement and retain additional authorized but
unissued shares with which it may satisfy its other corporate obligations (the
“Share
Adjustments”).

    


    WHEREAS, both Parties
acknowledge and understand that it will be mutually beneficial for the Company
to affect the Share Adjustments and issue fewer overall shares in connection
with the private placement, so that the Company will be able to satisfy its
other corporate obligations.

    


    WHEREAS, the Parties now
desire to amend the terms of the Subscription on the terms and conditions set
forth below.

    


    NOW, THEREFORE, in
consideration for the promises and pledges contained below and other good and
valuable consideration, which consideration the Parties acknowledge receipt of,
and the premises and the mutual covenants, agreements, and considerations herein
contained, the Parties hereto agree as follows:

    


    
      	
               

            


    

    
      	
              1.

            	
              Amendment to
      Subscription.

            
	 	 
	 
      	
              The
      Parties agree to amend the terms of the Subscription to provide that the
      purchase price of Shares of the Company will be USD$0.50 per Share, in
      lieu of the USD$0.10 price per Share originally provided for in the
      Subscription (the “Price Change”); further, as a result of the Price
      Change, Purchaser will receive one fifth (1/5) of the Shares originally
      subscribed for in the Subscription.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	 
      	 
      
	
              2.

            	
              Effect of Stock
      Purchase and Note Amendment.

            
	 
      	 
      
	 
      	
              The
      Parties agree and warrant that all the terms and conditions of the
      Subscription that have not been amended by this Agreement and are not in
      conflict with this Agreement will continue to be in full force and effect
      upon the Effective Date of this Agreement.   Furthermore,
      the Shareholder reaffirms that the disclosures and representations made by
      the Shareholder in the Subscription are true and correct as of the date of
      this Agreement.

            
	 
      	 
      
	
              3.

            	
              Miscellaneous.

            
	 	 


    

    
      
        	 
      	
                (a)

              	
                Assignment.  All
      of the terms, provisions and conditions of this Agreement shall be binding
      upon and shall inure to the benefit of and be enforceable by the Parties
      hereto and their respective successors and permitted
    assigns.

              
	 
      	 
      	 
      
	 	
                

                  (b)

                

              	Applicable
      Law.  This Agreement shall be construed in
      accordance with and governed by the laws of the State of New York,
      excluding any provision of this Agreement which would require the use of
      the laws of any other jurisdiction.
	 
      	 
      	 
      
	 
      	
                 (c)

              	
                Entire Agreement,
      Amendments and Waivers.  This Agreement
      constitutes the entire agreement of the Parties hereto and expressly
      supersedes all prior and contemporaneous understandings and commitments,
      whether written or oral, with respect to the subject matter
      hereof.  No variations, modifications, changes or extensions of
      this Agreement or any other terms hereof shall be binding upon any Party
      hereto unless set forth in a document duly executed by such Party or an
      authorized agent or such Party.

              
	 
      	 
      	 
      
	 
      	
                (d)

              	
                Waiver. No
      failure on the part of any Party to enforce any provisions of this
      Agreement will act as a waiver of the right to enforce that
      provision.

              
	 
      	 
      	 
      
	 
      	
                (e)

              	
                Section
      Headings. Section headings are for convenience only and shall not
      define or limit the provisions of this Agreement.

              
	 
      	 
      	 
      
	 
      	
                (f)

              	
                Effect of Facsimile
      and Photocopied Signatures. This Agreement may be executed in
      several counterparts, each of which is an original.  It shall
      not be necessary in making proof of this Agreement or any counterpart
      hereof to produce or account for any of the other
      counterparts.  A copy of this Agreement signed by one Party and
      faxed to another Party shall be deemed to have been executed and delivered
      by the signing Party as though an original.  A photocopy of this
      Agreement shall be effective as an original for all
    purposes.

              


      

    

     

    


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follows.]

     

     

     

     

     

     

    
      
        
        

      

      
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               This
Agreement has been executed by the Parties on the date first written above, with
an Effective Date as provided above.

    


    
      	 
      	
              MOPIE
      (BVI) LIMITED

            
	 
      	 
      
	 
      	 
      
	 
      	
              BY:_________________________________

            
	 
      	
                    Michael
      Wainstein, Director

            
	 
      	 
      
	 
      	 
      
	 
      	
              PURCHASER

            
	 
      	 
      
	 
      	 
      
	 
      	
              ____________________________________

            
	 
      	
              Name
      of Corporation [If
      applicable]

            
	 
      	
              (please
      type or print)

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:_________________________________

            
	 
      	 
      
	 
      	
              Name:______________________________

            
	 
      	 
      
	 
      	
              Title:________________________________

            


    

    


    


    


    


    


    
      
        
        

      

      
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