FIRST AMENDMENT

TO THE

STOCK PURCHASE, LOAN AND SECURITY AGREEMENT


 


This First Amendment
to the Stock Purchase, Loan and Security Agreement (the “First Amendment”) dated effective as of February 23,
2009, by and among the Investors and Beamz Interactive, Inc. (the “Company”), is executed by an authorized officer
of the Company. Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the
Stock Purchase Agreement.


 


WITNESSETH:


 


WHEREAS, the
Investors and the Company are parties to that certain Stock Purchase, Loan and Security Agreement, dated as of January 28, 2009
(the “Stock Purchase Agreement”); and


 


WHEREAS, Section
2.3 of the Stock Purchase Agreement provides that Exhibit B to the Stock Purchase Agreement shall be amended to reflect
the additional purchases of Shares and loans made pursuant to Additional Closing; and


 


WHEREAS, in
accordance with the terms of the Stock Purchase Agreement, the Company held an Additional Closing and issued additional Series
C Preferred Stock and Notes to Rick Dahlson, Jerry Riopelle, Thomas Gardner, Jeff Doss, and TM 07 Investments, LLC effective as
of February 23, 2009; and


 


WHEREAS, in
light of the above, the Company desires to amend Exhibit B to the Stock Purchase Agreement as provided below;


 


NOW, THEREFORE,
in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto hereby agree as follows:


 


(1)         Amendment
of Exhibit B. Exhibit B to the Stock Purchase Agreement is hereby amended to read in its entirety
as set forth in Exhibit A attached hereto.


 


(2)         Miscellaneous.


 


(a)
This Amendment shall be governed by the laws of the State of Arizona.


 


(b)
Paragraph headings are inserted herein for convenience only and do not form a part of this Amendment.


 


(c)
Except as specifically provided herein, the Stock Purchase Agreement shall remain in full force and effect.


 



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IN WITNESS WHEREOF,
the authorized officer of the Company has executed this First Amendment as of the date first above written.


 





	 	COMPANY:
	 	 
	 	/s/ Charles Mollo
	 	Charles Mollo, CEO









  



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Exhibit A


 


EXHIBIT B


 


INVESTORS AND PURCHASES


 


	Name of Investor	 	 
Shares
                                                                                                                                                                                                Purchased
	 	 	Aggregate Purchase
 Price for Shares       	 	 	Principal
 Amount of Loan	 
	 	 	 	 	 	 	 	 	 	 
	INITIAL
CLOSING

 January 28, 2009
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	TM 07 Investments LLC	 	 	70,286	 	 	$	492	 	 	$	49,508	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	CMI International LLC	 	 	35,143	 	 	$	246	 	 	$	24,754	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	CJMO, LLC	 	 	105,429	 	 	$	738	 	 	$	74,262	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Oak Stream Investors II, Ltd.	 	 	140,572	 	 	$	984	 	 	$	99,016	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Thomas F. Gardner	 	 	70,286	 	 	$	492	 	 	$	49,508	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hotwire Development, LLC	 	 	140,572	 	 	$	984	(1)	 	$	99,016	(1)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	ADDITIONAL CLOSING

 February 23, 2009	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rick Dahlson	 	 	35,143	 	 	$	246	(2)	 	$	24,754	(2)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Thomas F. Gardner	 	 	49,200	 	 	$	344	(3)	 	$	34,656	(3)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jerry Riopelle	 	 	35,143	 	 	$	246	(2)	 	$	24,754	(2)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jeff Doss	 	 	35,143	 	 	$	246	(2)	 	$	24,754	(2)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	TM 07 Investments, LLC(4)	 	 	126,515	 	 	$	886	(5)	 	$	89,114	(5)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL	 	 	843,432	 	 	$	5,904	 	 	$	594,096	 



 


(1)In lieu
of a $100,000 fee under that certain Development, Manufacturing and Outsourcing Agreement, of even date herewith, by and between
Hotwire and the Company.


 





(2)In lieu of a $25,000 fee for service as a director
of the Company.







 



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(3) In lieu of a $25,000 fee for service as a director
of the Company and a $10,000 consulting fee for service as a consultant to the Company.







 


(4)
Charlie Mollo’s Series C Preferred Stock and Notes issued for his service as a director and his service as Chief Executive
Officer are issued in the name of TM 07 Investments, LLC. 


 


(5)
In lieu of a $25,000 fee for service as a director and $65,000 fee for service as the Chief Executive Officer of the Company..


 








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