Exhibit 10.2.1





EXHIBIT
10.2.1




CERTIFICATION REGARDING DIRECTORS’ RESOLUTIONS




Dated:
as of March 30, 2009




The undersigned, Salvatore M. Quadrino, the Chief Financial Officer and Chief Executive
Officer of HELIOS & MATHESON NORTH AMERICA INC., formerly known as The A Consulting Team, Inc.,
a New York corporation with its principal executive office and principal place of business at
200 Park Avenue South, Suite 901, New York, New York 10003, does hereby certify to Keltic
Financial Partners, LP, on and as of the date first above written that the following is a true
and correct copy of resolutions duly adopted in writing on March 30, 2009, at a duly called
meeting of the directors of HELIOS & MATHESON NORTH AMERICA INC., formerly known as The A
Consulting Team, Inc., and that the same are in full force and effect:




WHEREAS, the Board of Directors (the “Board”) of HELIOS &
MATHESON NORTH AMERICA INC., formerly known as The A Consulting
Team, Inc. (“Helios & Matheson”) has determined, in its best
judgment, that it is in the best interests of Helios & Matheson that
Helios & Matheson enter into that certain “Amendment No. 1 to Loan
Documents” which amends that certain Restated and Amended Loan and
Security Agreement (the “Loan Agreement”) dated as of June 27, 2007,
by and between Helios & Matheson and Keltic Financial Partners, LP
(“Keltic”), whereby Keltic is extending to Helios & Matheson a
revolving credit facility in the aggregate principal amount of
$1,000,000;




NOW THEREFORE BE IT




RESOLVED, that the aforesaid “Amendment No. 1 to Loan Documents”
which amends the aforesaid Restated and Amended Loan and Security
Agreement, together with such other documents and agreements, are
hereby approved and adopted, and each of the officers of Helios &
Matheson is authorized on behalf of Helios & Matheson to execute
and deliver the aforesaid “Amendment No. 1 to Loan Documents”
substantially in the form approved, with such changes as the
officer executing the same may approve, such approval to be
conclusively evidenced by the execution and delivery thereof.




RESOLVED, that each officer of Helios & Matheson is authorized on
behalf of Helios & Matheson from time to time to execute and
deliver such certificates, notes, security agreements, instruments,
financing statements, and other documents contemplated by, or
related to, the Restated and Amended Loan
and Security Agreement, as amended, and do and perform such acts
and things as any of them, in his discretion, may deem necessary or
advisable in connection with the Restated and Amended Loan and
Security Agreement, as amended, or any related instrument, or in
connection with the exercise of the rights or the performance of
the obligations of Helios & Matheson thereunder.


 


 









 






GENERAL AUTHORIZATIONS




RESOLVED, that each officer of Helios & Matheson be, and each of
them hereby is, authorized and empowered to do and perform all
such further acts and things, and execute and deliver, all such
agreements, certificates, consents, instruments and documents and
to prepare or cause to be prepared, execute and file or cause to
be filed with any federal, state or other regulatory agencies any
reports, filings, applications or other documents, and to seek all
governmental or regulatory consents or approvals, required with
respect to the foregoing resolutions, and to do or cause to be
done all such further acts and things as may be necessary or
advisable under or in connection with the foregoing resolutions,
and the execution by an officer of Helios & Matheson of any of the
foregoing or the doing of any such act or thing shall be
conclusive evidence of a determination in that respect and
approval thereof; and it is further




CONFIRMED that Salvatore M. Quadrino is the Chief Financial
Officer and Chief Executive Officer of Helios & Matheson and an
authorized officer of Helios & Matheson for purposes of these
Resolutions.




RESOLVED, that all actions heretofore taken by any officer or
director of Helios & Matheson necessary or advisable under or in
connection with any of the foregoing resolutions are hereby
approved, ratified and confirmed in all respects as fully as if
such actions had been presented to this Board for its approval
prior to such actions being taken.




IN WITNESS WHEREOF, I have hereunto set my hand on and as of the date first above written



	 	 	 	 	 
	 	By:  	                                          /s/ Salvatore M. Quadrino
 	 
	 	 	Salvatore M. Quadrino 	 
	 	 	Chief Financial Officer and
Chief Executive Officer 	 



 


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CERTIFICATION REGARDING




STOCKHOLDER’S AND DIRECTORS’ RESOLUTIONS




Dated:
as of March 30, 2009




The undersigned, Salvatore M. Quadrino, the Secretary and Treasurer of INTERNATIONAL OBJECT
TECHNOLOGY, INC., a corporation organized and existing under the laws of the State of New
Jersey, does hereby certify to Keltic Financial Partners, LP, on and as of the date first above
written that the following is a true and correct copy of resolutions duly adopted in writing on
March 30, 2009, at a duly called meeting of the sole stockholder and the directors of
INTERNATIONAL OBJECT TECHNOLOGY, INC., and that the same are in full force and effect:




WHEREAS, the stockholders and Board of Directors of INTERNATIONAL
OBJECT TECHNOLOGY, INC. (“IOT”)
have determined, in their best judgment, that it is in the best
interests of IOT that IOT enter into that certain Consent (the
“Consent”) dated as of March 30, 2009, which Consent reaffirms that
certain Guaranty of Payment and Performance (the “Guaranty”) dated
as of June 27, 2007, given by IOT to induce Keltic Financial
Partners, LP (“Keltic”) to extend to HELIOS & MATHESON NORTH
AMERICA INC., formerly known as The A Consulting Team, Inc., a New
York corporation with its principal executive office and principal
place of business at 200 Park Avenue South, Suite 901, New York,
New York 10003, a revolving credit facility in the aggregate
principal amount of $1,000,000, and by which IOT agrees to
unconditionally guaranty to Keltic punctual payment and performance
of the obligations under such credit facility;




NOW THEREFORE BE IT




RESOLVED, that the Consent, together with such other documents and
agreements, are hereby approved and adopted, and each of the
officers of IOT is authorized on behalf of IOT to execute and
deliver the Consent substantially in the form approved, with such
changes as the officer executing the same may approve, such
approval to be conclusively evidenced by the execution and delivery
thereof.




 


 









 








RESOLVED,
that each officer of IOT is authorized on behalf of
IOT from time to time to execute and deliver such certificates,
notes, security agreements, instruments, financing statements,
and other documents contemplated by, or related to, the Consent
and the Guaranty and do and perform such acts and things as any
of them, in his discretion, may deem necessary or advisable in
connection with the Consent and the Guaranty or any related
instrument, or in connection with the exercise of the rights or
the performance of the obligations of IOT thereunder.




CONFIRMED
that Salvatore M. Quadrino is the Secretary and
Treasurer of IOT and an authorized officer of IOT for purposes
of these Resolutions.




GENERAL AUTHORIZATIONS




RESOLVED, that each officer of IOT be, and each of them hereby
is, authorized and empowered to do and perform all such further
acts and things, and execute and deliver, all such agreements,
certificates, consents, instruments and documents and to prepare
or cause to be prepared, execute and file or cause to be filed
with any federal, state or other regulatory agencies any reports,
filings, applications or other documents, and to seek all
governmental or regulatory consents or approvals, required with
respect to the foregoing resolutions, and to do or cause to be
done all such further acts and things as may be necessary or
advisable under or in connection with the foregoing resolutions,
and the execution by an officer of IOT of any of the foregoing or
the doing of any such act or thing shall be conclusive evidence
of a determination in that respect and approval thereof; and it
is further




RESOLVED, that all actions heretofore taken by any officer or
director of IOT necessary or advisable under or in connection
with any of the foregoing resolutions are hereby approved,
ratified and confirmed in all respects as fully as if such
actions had been presented to this Board for its approval prior
to such actions being taken.



IN WITNESS WHEREOF, I have hereunto set my hand on and as of the date first above
written.



	 	 	 	 	 
	 	By:  	                                                /s/  Salvatore M. Quadrino
 	 
	 	 	Salvatore M. Quadrino 	 
	 	 	Secretary and Treasurer 	 



 


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AMENDMENT NO. 1 TO LOAN DOCUMENTS





This Amendment No. 1 (the “Amendment”) dated as of March 30, 2009, is between




KELTIC FINANCIAL PARTNERS, LP, a
Delaware limited partnership, with a place of
business at 580 White Plains Road, Suite 610,
Tarrytown, New York 10591 (“Lender”),



and





HELIOS & MATHESON NORTH AMERICA INC., formerly
known as The A Consulting Team, Inc., a New York
corporation with its principal executive office and
principal place of business at 200 Park Avenue
South, Suite 901, New York, New York 10003
(hereinafter called “Borrower”).



RECITALS




A. Borrower has executed or has caused to be executed various documents
concerning credit extended by the Lender, including, without limitation, the
following
documents (the “Loan Documents”):




	 	1.	 	that certain Restated and Amended Loan and Security
Agreement dated June 27, 2007, between Lender and Borrower (the “Loan
Agreement”) relating to that certain $1,000,000 revolving loan (the
“Revolving Loan”) extended by Lender to Borrower;







	 	2.	 	Borrower’s certain Revolving Note evidencing the Revolving
Loan and made payable to the order of Lender and dated as of June 27, 2007,
in the original principal amount of $1,000,000.00 (the “Note”);







	 	4.	 	that certain instrument of guaranty entitled “Guaranty of
Payment and Performance” (the “Guaranty”) given INTERNATIONAL OBJECT
TECHNOLOGY, INC. (the “Corporate Guarantor”), and executed on September
27, 2007, but effective as of June 27, 2007;







	 	5.	 	the various Loan Documents referenced and described in the
Loan Agreement.







B. Lender and Borrower desire to amend the Loan Documents.


 


 









 






AGREEMENT





1.
Definitions. Capitalized terms used but not defined in this
Amendment shall have
the meaning given to them in the Loan Documents.




2. Amendments to Loan Agreement. The Loan Agreement is hereby amended as
follows:



2.1 Paragraph 1.57 entitled “Termination Date” is hereby deleted in its
entirety and the following is substituted in its place and stead (it being intended to reflect
the
extension of the “Termination Date” to December 31, 2009):




1.57
“Termination Date” shall mean the
earlier of December 31, 2009 or the date on which
Lender terminates this Agreement pursuant to
Section 18.1 hereof or Borrower terminates this
Agreement pursuant to Section 18.2.



2.2 Paragraph 8 1 entitled “Borrowing Base Certificate” is hereby deleted in
its entirety and the following is substituted in its place and stead (it being intended to
reflect a
requirement that Borrower must submit a Borrowing Base Certificate monthly unless Borrower
initiates borrowing under the Loan Agreement (which to date it has not), in which case
Borrower
must submit a Borrowing Base Certificate twice-monthly as well as
contemporaneously with
each request for an Advance):




8
1. Borrowing Base Certificate. A satisfactorily
completed and executed Borrowing Base Certificate
monthly (within 2 days after the end of each
month), provided, however, that if Borrower
initiates borrowing under the Loan Agreement,
Borrower must submit a satisfactorily completed
and executed Borrowing Base Certificate
twice-monthly, the first as at the 15th
day of each month (to be submitted within 2 days
after such date) and the second as at the end of
each month (within 2 days after the end of each
such month), as well as contemporaneously with
each request for an Advance.



3. Amendments to Note. Notwithstanding any other maturity date set forth in the
Note, the “Maturity Date” of the Note shall be December 31, 2009, unless the amounts due under
the Note are sooner paid or accelerated, all as provided in the Loan Agreement, the Note and
the other Loan Documents.


 


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4. Representations
and Warranties. When Borrower signs this Amendment, Borrower
represents and warrants to Lender that: (a) there is no event which is, or with notice or
lapse of time or both would be, a default under the Loan Documents except those events, if
any, that have been disclosed in writing to Lender or waived in writing by Lender, (b) the
representations and warranties in the Loan Documents are true as of the date of this Amendment as
if made on the date of this Amendment, (c) this Amendment does not conflict with any law,
agreement, or obligation by which Borrower is bound, and (d) this Amendment is within Borrower’s
powers, has been duly authorized, and does not conflict with any of Borrower’s organizational
papers.



5. Conditions. This Amendment will be effective when Lender receives the
following items:





	 	5.1	 	Borrower’s execution of this Amendment.

	 
	 	5.2	 	Execution by the Corporate Guarantor of its consent attached
to this Amendment.


	 
	 	5.3	 	Payment by Borrower of a $5,000 extension fee to Lender.

	 
	 	5.4	 	Payment by Borrower of all costs, expenses and attorneys’ fees
(estimated to be $1,650) incurred by Lender in connection with this Amendment,
all of which may be paid by charge against the Revolving Loan.







6. Effect of Amendment. Except as provided in this Amendment, all of the
terms and conditions of the Loan Documents shall remain in full force and effect.



7. Counterparts. This Amendment may be executed in counterparts, each of which
when so executed shall be deemed an original, but all such counterparts together shall
constitute
but one and the same instrument.



8. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY
REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE
FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT
LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND
CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH
COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF
TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C)
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES,
AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR
UNDERSTANDINGS OF THE PARTIES.


 


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their officers thereunto duly authorized on and as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	KELTIC FINANCIAL PARTNERS, LP
	 
	 	 	 	 	 	 
	 	 	By:	 	KELTIC FINANCIAL SERVICES LLC,

its general partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Olen Szczupak
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Olen Szczupak, Executive Vice President
	 
	 	 	 	 	 	 
	 	 	HELIOS & MATHESON NORTH AMERICA INC.

formerly known as The A Consulting Team, Inc.)
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Salvatore M. Quadrino
	 	 	 	 	 
	 	 	 	 	Salvatore M. Quadrino

Chief Financial Officer and Chief Executive Officer  






CONSENT OF THE CORPORATE GUARANTOR




The
undersigned INTERNATIONAL OBJECT TECHNOLOGY, INC., a New Jersey corporation with its
principal executive office and principal place of business at 77 Brant Road, Clark, New Jersey
07066 (i.e., the Corporate Guarantor named above): (i) consents to the above Amendment; (ii) agrees
and warrants that none of the provisions of this Consent or the foregoing Amendment in any way
impairs or lessens its liability on that certain instrument of guaranty entitled “Guaranty of
Payment and Performance” (the “Guaranty”) given by it to KELTIC FINANCIAL PARTNERS, LP (“Lender”)
on September 27, 2007, but effective as of June 27, 2007 and (iii) warrants and covenants to Lender
that all representations and warranties previously made by it to Lender are true, complete, and
accurate as of the date of this Amendment; and (iv) confirms to Lender all security interests and
liens heretofore granted by it to Lender.



IN WITNESS WHEREOF, the Corporate Guarantor has executed this Consent as of the date stated
at the beginning of the foregoing Amendment to which this Consent is
a part.



	 	 	 	 	 
	 	INTERNATIONAL OBJECT TECHNOLOGY, INC.

 
	 	By:  	/s/ Salvatore M. Quadrino
 	 
	 	 	Salvatore M. Quadrino 	 
	 	 	Secretary and Treasurer 	 



 


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	STATE OF NEW  JERSEY

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss.:
	COUNTY OF UNION

	 	 	)	 	 	 






On
March 31st, 2009, before me, the undersigned, a notary public in and for said
state, personally appeared Salvatore M. Quadrino, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual whose name is subscribed to the within
instrument and he acknowledged to me that he executed the same in his capacity as Chief Financial
Officer and Chief Executive Officer of HELIOS & MATHESON
NORTH AMERICA INC.,  formerly known as
The A Consulting Team, Inc., and also as Secretary and Treasurer of INTERNATIONAL OBJECT
TECHNOLOGY, INC., and that by his signature on the instrument, he executed the instrument in the
aforesaid capacity.



	 	 	 	 	 
	 

	 	 
	 	/s/ Jean Lovastik
	 

	 	 	 	 
	 

	 	(SEAL)	 	 







 


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