AMENDMENT


TO THE


STOCK PURCHASE, LOAN AND SECURITY AGREEMENT


 


This Amendment to the
Stock Purchase, Loan and Security Agreement (the “Amendment”) dated effective as of May 15, 2009, by and among
the Investors and Beamz Interactive, Inc. (the “Company”), is executed by the Company and the Investors. Capitalized
terms used herein but not defined herein shall have the respective meanings ascribed to them in the Stock Purchase Agreement (hereinafter
defined).


 


WITNESSETH:


 


WHEREAS, the
Investors and the Company are parties to that certain Stock Purchase, Loan and Security Agreement, dated as of January 28, 2009,
as amended on February 23, 2009 and May 1, 2009 (the “Stock Purchase Agreement”); and


 


WHEREAS, Section
8.11 of the Stock Purchase Agreement provides that the Stock Purchase Agreement may not be amended, supplemented, or otherwise
modified except by a written agreement executed by each of the Parties; and


 


WHEREAS, the
Company wishes to (i) increase the number of Shares it may issue under the Stock Purchase Agreement and (ii) increase the amount
of money it may borrow from Investors under the Stock Purchase Agreement; and


 


WHEREAS, the
Parties desire to amend 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)         Amendments
to Stock Purchase Agreement.


 


a.           Recital
A of the Stock Purchase Agreement shall be deleted and restated in its entirety as follows:


 


“A. The Company wishes
to: (i) issue and sell to the Investors up to an aggregate of 4,000,000 shares (“Shares”) of the authorized
but unissued Series C Convertible Preferred Stock, $0.001 par value, of the Company (the “Series C Preferred Stock”),
at a purchase price of $0.007 per share (an aggregate of $28,000); and (ii) borrow from Investors up to $2,500,000; and”


 


b.           Section
2.1(a) of the Stock Purchase Agreement shall be amended by adding the following language after the first sentence of such section:


 



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“The Board of Directors
and stockholders of the Company have approved, and the Company has filed with the Secretary of State of the State of Delaware,
the First Amendment to the Third Amended and Restated Certificate of Incorporation, a copy of which is attached hereto as Exhibit
D.”


 


c.           The
first sentence of Section 2.3(b) of the Stock Purchase Agreement shall be deleted and restated in its entirety as follows:


 


“The Company may hold additional
closings after the Initial Closing, provided that no such additional closings may be held after December 31, 2010.”


 


d.           Section
7.1(q) of the Stock Purchase Agreement shall be deleted and restated in its entirety as follows:


 


“The Transaction Documents,
and the transactions contemplated thereby, shall have been approved by the Board of Directors of the Company, and the Investors
shall have received a written copy of such approval; and” 


 


e.           Section
8.11 of the Stock Purchase Agreement shall be deleted and restated in its entirety as follows:


 


“Entire 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 the Company and
a majority of the Investors.”


 


(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 Amendment as of the date first above written.


 


	 	PARTIES:
	 	 
	 	COMPANY:
	 	 
	 	 
	 	Charles Mollo, CEO
	 	Date:	 
	 	 
	 	INVESTORS:
	 	 
	 	TM 07 Investments, LLC
	 	 
	 	By:	 
	 	  Charles R. Mollo, Manager
	 	Date:	 
	 	 
	 	CJMO, LLC
	 	 
	 	By:	 
	 	  Charles R. Mollo, Manager
	 	Date:	 
	 	 
	 	CMI International LLC
	 	 
	 	By:	 
	 	   Charles R. Mollo, Manager
	 	Date:	 


 





	 	Oak Stream Investors II,
    Ltd.
	 	 
	 	By: Oak Stream Ranch, Inc., its general partner
	 	 
	 	By:	 
	 	Jack D. Furst, Chairman of the Board
	 		Date:	 




 


	 	 
	 	Thomas F. Gardner
	 	Date:	 


 


 



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	 	Hotwire Development, LLC
	 	 
	 	By:	 
	 	Jeffrey S. Doss, Manager
	 	Date:	 



  


	 	   Evolution
    Marketing, Inc.
	 	 
	 	   By:	 
	 	   Name and Title:	 
	 	   Date:	 
	 	 	 	 







	 	 
	 	Joan Brubacher
	 	Date: 	 
		 
	 	 
	 	Jeffrey S. Doss
	 	Date:	 
	 	 
	 	 
	 	Rick Dahlson
	 	Date:	 
	 	 
	 	 
	 	Jerry Riopelle
	 	Date:	 


  



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EXHIBIT D


 


FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION


 


[See
attached.]