f8k031909ex10i_redmile.htm


    Exhibit 10.1

     

    
      


      


      AMENDMENT

      


      This
Amendment, is made and entered into as of March 19, 2009, by and between SILVERDIRCH INC. (the
"Lender"'), an Ontario corporation having an office at Suite 500, 150 Ferranti
Drive, Toronto, Ontario M3C 3E5, and RED MILE ENTERTAINMENT INC.,
(the "Borrower", and together with the Lender, the "Parties"), a Delaware
corporation having its chief executive office at 223 San Anselrno Avenue, Suite
#3, San Anselmo, California. .

      


      RECITALS

      


      WHEREAS, the Parties entered
into a Standstill Agreement on December 29, 2008 (the "Standstill
Agreement");

      


      WHEREAS, Section 3(B) of the
Standstill Agreement is as follows:

      


      B.           Payment of
Obligations. The Borrower agrees to pay to the Lender the following
amounts in Canadian Dollars ("CAD") on the following dates:

      


      
        	
                (1)  

              	
                CAD
      550,000 upon the execution of the
Agreement

              


      

      


      
        	
                (2)  

              	
                CAD
      $225,000 on the earlier of (i) Borrower achieving the beta milestone as
      such milestone is identified and defined in the agreement between the
      Borrower and Atari, Inc. in connection with the development of the game
      commonly refined to as "Heroes over Europe" (the "Atari Agreement"} and
      =relying the next installment payment from Atari Inc.; and (ii) February
      6, 2009;

              


      

      


      
        	
                (3)  

              	
                CAD
      $250,000 on the earlier of (i) Borrower achieving the next succeeding
      milestone following the milestone referred to in paragraph (2) above and
      receiving the applicable h3staUttent payment from Atari Inc.; and (ii)
      March 20, 2009; and

              


      

      


      
        	
                (4)  

              	
                CAD
      $75,000 on the earlier of (i) Borrower signing a publishing agreement in
      connection with the project commonly referred to as the "Sin City
      project"; and (ii) July 31, 2009.

              


      

      


      WHEREAS, the Borrower has
requested, and the Lender bus agreed, to an amendment of section 3(B) of the
Standstill Agreement.

      


      AMENDMENT

      


      NOW THEREFORE in consideration
for the additional promises, obligations and amendment set forth herein, the
Parties agree to amend and hereby do amend the Standstill Agreement as
follows:

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      


      1.           Paragraph
3(B) of the Standstill Agreement is deleted in its entirety and is

      replaced
with the following paragraph:

      


      B.           Payment
of Obligations, The Borrower agrees to pay to the Lender the following amounts
in Canadian Dollars ("CAD") on the following dates:

      


      
        	
                1.  

              	
                CAD
      $50,000 upon the execution of the
Agreement;

              


      

      


      
        	
                2.  

              	
                CAD
      $225,000 on the earlier of (i) Borrower achieving the beta milestone as
      such milestone is identified and defined in the agreement between the
      Borrower and Atari, Inc. in connection with the development of the game
      commonly refined to as "Heroes over Europe" (the "Atari Agreement") and
      receiving the next installment payment from Atari Inc.; and (ii) February
      6, 2009;

              


      

      


      
        	
                3.  

              	
                CAD
      $90,000 on or before March 20, 2009;
and

              


      

      


      
        	
                4.  

              	
                CAD
      $235,000 on the earlier of (i) Borrower signing a publishing agreement in
      connection with the project commonly referred to as the "Sin City
      project"; and (ii) April 20, 2009.

              


      

      


      IN WITNESS WHEREOF, the
foregoing is accepted and agreed to as of the date first above
written.

      


      


      


      


      (REMAINDER
OF PAGE LEFT BLANK INTENTIONALLY]

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

       

      
        
          
            
              
                
                  
                    
                      	
                              RED
      MILE ENTERTAINMENT, INC.

                            
	 
      
	
                              By:  /s/  Chester
      P. Aldridge

                            
	 
      
	 
      
	
                              Name:  Chester
      P. Aldridge

                            
	 
      
	
                              Title:  CEO

                            
	 
      
	 
      
	
                              SILVERBIRCH
      INC.

                            
	 
      
	 
      
	
                              By:  /s/  Jeff
      Friedman

                            
	 
      
	 
      
	
                              Name:  Jeff
      Friedman

                            
	 
      
	
                              Title:  Agent
      for Edgemere Capital Ltd. The secured creditor for Silverbirch
      Inc.