Exhibit 10.4


 


INFORMATION SERVICES GROUP, INC.


 


AMENDMENT TO MANAGEMENT UNIT PURCHASE
AGREEMENT


 


AND WARRANTS ISSUED PURSUANT THERETO


 


Amendment to Management Unit Purchase
Agreement and Warrants Issued Pursuant Thereto (this “Amendment”) is
made as of September 29, 2006, by and between Information Services Group, Inc.,
a Delaware corporation (the “Company”), and Oenoke Partners, LLC, a
Delaware limited liability company (“Purchaser”).


 


WHEREAS, the Company and the Purchaser
entered into that certain Management Unit Purchase Agreement (this “Original
Agreement”) on August 2, 2006;


 


WHEREAS, the Company issued to the Purchaser,
pursuant to the terms of the Original Agreement, those certain Warrants to
purchase 4,687,500 shares of the Company’s common stock (the “Issued
Warrants”);


 


WHEREAS, the Company and the Purchaser desire
to amend the Original Agreement and the Issued Warrants to change the
redemption price for the Issued Warrants from $0.01 to $0.001 in order to
reflect the original intention of the parties;


 


WHEREAS, the Company and the Purchaser
further desire to amend the Original Agreement to provide that the Company’s
redemption right in respect of the Issued Warrants (the “Redemption Right”)
may be exercised immediately at any time, with no requirement that there be a
time period between the date notice is given to elect to exercise such
Redemption right and the actual date of exercise of the Redemption Right; and


 


WHEREAS, the parties intend that the Company
shall exercise its Redemption Right immediately following the execution and
delivery of this Amendment.


 


NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and
in consideration of the promises and the mutual covenants, terms and conditions
hereinafter set forth, the Original Agreement is hereby amended as follows:


 


1.     Section
4 of the Original Agreement. Section 4 of the Original Agreement is hereby
amended and restated in its entirety to read as follows:


 


“4.           Redemption.


 


(a)           Redemption. Not less than all
of the outstanding Warrants may be redeemed, at the option of the Company, at
any time after they become exercisable and prior to the Effective Date, at the
price of $.001 per Warrant (“Redemption Price”).


 


(b)           Date Fixed for Redemption. In
the event the Company shall elect to redeem all of the Warrants, the Company
shall fix a date for the redemption (the “Redemption Date”). The
Redemption Date may be any date that the Company elects, and the Company shall
be


 





















 


entitled to exercise its redemption right
immediately following its notice to the registered holders of the Warrants.


 


(c)           Rights of Holders of Warrants
After Notice of Redemption. On and after the Redemption Date, the record
holders of the Warrants shall have no further rights in respect of such
Warrants, except to receive, upon surrender of the Warrants, the Redemption Price.”


 


2.     Issued
Warrants. The last paragraph of each of the Issued Warrants is
hereby amended and restated in its entirety to read as follows:


 


“The Company reserves the right to call the Warrant at any time prior
to its exercise, with a notice of call in writing to the holders of record of
the Warrant, which call may be exercised immediately following such notice.  The
call price of the Warrants is to be $.001 per Warrant.  Any Warrant either
not exercised or tendered back to the Company by the end of the date specified
in the notice of call shall be canceled on the books of the Company and have no
further value except for the $.001 call price.”


 


3.     Miscellaneous.


 


(a)           Notices.
All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given: 
(i) upon personal delivery to the party to be notified,
(ii) when sent by confirmed telex or facsimile if sent during normal
business hours of the recipient, and if not during normal business hours of the
recipient, then on the next business day, (iii) five (5) calendar
days after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (iv) one (1) business day after
deposit with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt. All communications shall be
sent to the other party hereto at such party’s address hereinafter set forth on
the signature page hereof, or at such other address as such party may designate
by ten (10) days advance written notice to the other party hereto.


 


(b)           Successors
and Assigns. This Amendment shall inure to the benefit of the
successors and assigns of the Company and, subject to the restrictions on
transfer herein set forth, be binding upon Purchaser, Purchaser’s successors,
and assigns.


 


(c)           Governing
Law; Venue. This Amendment shall be governed by and construed in
accordance with the internal laws of the State of New York. The parties agree
that any action brought by either party to interpret or enforce any provision
of this Amendment shall be brought in, and each party agrees to, and does
hereby, submit to the jurisdiction and venue of, the appropriate state or
federal court for the district encompassing the Company’s principal place of
business.


 


(d)           Severability.
If one or more provisions of this Amendment are held to be
unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Amendment, (ii) the balance of the
Amendment shall be interpreted as if such provision were so excluded and
(iii) the balance of the Amendment shall be enforceable in accordance with
its terms.


 


2





















 


(e)           Counterparts.
This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute
one instrument.


 


[Signatures
on following page]


 


3

















 


In Witness Whereof,
the parties hereto have executed this Amendment as of the day and year first
above written.


 


	
   

  	
  Information Services Group, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Michael
  Connors

  	
   

  
	
   

  	
   

  	
   

  	
  Michael
  Connors

  
	
   

  	
   

  	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  	
  Address: 725
  Oenoke Ridge Road

  
	
   

  	
   

  	
  New Canaan,
  CT 06840

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Oenoke Partners, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Michael
  Connors

  	
   

  
	
   

  	
   

  	
   

  	
  Michael
  Connors

  
	
   

  	
   

  	
   

  	
  Managing
  Member

  
	
   

  	
   

  
	
   

  	
   

  	
  Address: 725
  Oenoke Ridge Road

  
	
   

  	
   

  	
  New Canaan,
  CT 06840