JULY 2010 AMENDMENT

TO THE

STOCK PURCHASE, LOAN AND SECURITY AGREEMENT


 


This July 2010 Amendment
to the Stock Purchase, Loan and Security Agreement (the “Amendment”) dated effective as of July 6, 2010, is
by and among a majority of Investors and Beamz Interactive, Inc., a Delaware corporation (the “Company”). Capitalized
terms used herein but not defined herein shall have the respective meanings ascribed to them in the Stock Purchase Agreement (as
defined below).


 


WITNESSETH:


 


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


 


WHEREAS, the
Company is undertaking an offering of up to $1,000,000 of bridge notes and shares of common stock pursuant to a Bridge Loan, Stock
Purchase and Security Agreement (the “Bridge Loan Agreement”), and as a requirement thereof, the holders of
Notes must agree to subordinate the Notes to the Senior Secured Promissory Notes to be issued under the Bridge Loan Agreement (the
“Bridge Notes”); and


 


WHEREAS, the
Company and the undersigned Investors desire to amend Section 8.11 of the Agreement to clarify such Section;


 


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.          Amendments
to Stock Purchase Agreement. Pursuant to Section 8.11 of the Stock Purchase Agreement, the Company and a majority of Investors
hereby agree that the Stock Purchase Agreement is hereby amended as follows:


 


(a)        The security
interest granted to Investors pursuant to Article 3 of the Stock Purchase Agreement is hereby subordinated to the security interest
granted to the holders of the Bridge Notes under the Bridge Loan Agreement, and the Company is authorized, empowered and directed,
for any on behalf of the Investors to make any filing required by the holders of Bridge Notes to evidence such subordination.


 


(b)        Section
6(d) is hereby amended to permit the issuance of the Bridge Notes and the creation of the first lien on the Collateral in favor
of the holders of Bridge Notes.


 



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(c)           Section
8.11 is hereby amended and restated to read in its entirety as follows:


 


  “8.11Entire
Agreement; Modification. This Agreement and the other Transaction Documents collectively constitute the entire and final agreement
among the Parties with respect to the subject matter hereof, and supersede and replace all prior agreements, understandings, commitments,
communications and representations made between the Parties, whether written or oral, with respect to the subject matter hereof.
This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by Investors loaning
at least a majority of the principal amount of the Notes and the Company.”


 


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.


 


IN WITNESS WHEREOF,
the Company and undersigned Investors have executed this Amendment as of the date first above written.


 


	 	BEAMZ INTERACTIVE, INC.
	 	 
	 	By:	 
	 	 	Charles R. Mollo, Chief Executive Officer


 


	 	INVESTORS:
	 	 
	 	[See attached signature pages]


 



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SIGNATURE PAGE OF INVESTOR TO

THE AMENDMENT

TO THE

STOCK PURCHASE, LOAN AND SECURITY AGREEMENT


 


The undersigned Investor
hereby executes and delivers this signature page to that certain Amendment to the Stock Purchase, Loan and Security Agreement,
dated as of July ___, 2010 (the “Amendment”), by and among Beamz Interactive, Inc., a Delaware corporation (the
“Company”) and the Investors hereby executing the Amendment. Each capitalized term used herein but not expressly
defined shall have the meaning given to such term in the Amendment.


 


Executed as of ___________________,
2010.


 


	 	If undersigned is an entity:
	 	 
	 	 
	 	(Print Name of Entity)
	 	 
	 	By:	 
	 	Printed:	 
	 	Title:	 


 


	 	If undersigned is an individual:
	 	 
	 	By:	 
	 	Printed:	 


 






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