Unassociated Document


    Exhibit
      10.33

    AMENDMENT
      NO. 6

    to

    AGREEMENT
      AND PLAN OF REORGANIZATION

    Dated
      February 19, 2007

    


    THIS
      AMENDMENT NO.6 (the "Amendment"), effective as of the 28th  day
      of
      February, 2008, is made by and among Magnitude Information Systems, Inc.
      ("Magnitude"), Kiwibox Media, Inc. ("Kiwibox"), Michael Howard, Lin Dai and
      Ivan
      Tumanov, individuals, who are the shareholders of Kiwibox (the "Kiwibox
      Shareholders").

    


    BACKGROUND:

    


    WHEREAS,
      Magnitude, Kiwibox and the Kiwibox Shareholders executed and delivered a certain
      Agreement and Plan of Reorganization, dated February 19, 2007 (the "Agreement")
      that scheduled the closing of the transactions described therein to take place
      on or before March 31, 2007 and extended the closing date from on and about
      March 31, 2007 to May 15, 2007 by virtue of Amendment No. 1 dated April 4,
      2007;
      and

    


    WHEREAS,
      due to certain delivery requirements, the parties further amended the Agreement
      and rescheduled the closing date from on or about May 15, 2007 to June 18,
      2007
      by virtue of Amendment No. 2, and;

    


    WHEREAS,
      on July 30, 2007 the parties executed and delivered Amendment No. 3 to the
      Agreement providing for (A) a new schedule for the payments due to the Kiwibox
      Shareholders; (B) a new schedule for the overall investment of the $3.5 million
      Magnitude has committed to raise and invest into Kiwibox; (C) certain penalty
      provisions and termination rights in the event of an uncured default, and;
      (D) a
      new closing date of August 16, 2007;

    


    WHEREAS,
      the Kiwibox acquisition closed on August 16, 2007 and due to delays by Tell
      Capital AG in its payments commitments, the parties further amended the
      Agreement through Amendment No. 4 (December 3, 2007) and Amendment No. 5
      (December 31, 2007), extending certain Magnitude investment deadlines for
      Kiwibox and providing for certain cash payments to the Kiwibox
      Shareholders;

    


    WHEREAS,
      the parties now desire to further amend the Agreement to provide, among other
      things, a mutually beneficial platform, permitting Magnitude to more easily
      identify funding for their operations by removing certain impediments to the
      fund raising efforts that exist by virtue of the current and applicable
      investment deadlines and penalty provisions, including the specter of an
      exercise by the Kiwibox Shareholders of their rights of rescission.

    


    NOW,
      THEREFORE, in consideration of the mutual promises and covenants made by the
      parties to each other, the parties agree as follows:

    


    A.
      Amendment of Agreement: The
      parties hereto agree to amend the Agreement, as amended by Amendment No. 3,
      Amendment No. 4 and Amendment No.5 to the Agreement effective as of the date
      set
      forth above, as follows:

    


    1.
      Magnitude $3.5 million Investment. Sections
      3D, 3E, 3F, and the last paragraph of Section 3 of Amendment No. 3, Section
      3G
      inserted by Amendment No. 4, and Sections 3H and 3I inserted by Amendment No.5,
      together and currently read as follows:

    


    (D)
      On or
      before January 1, 2007, Magnitude shall have an additional $625,000 for
the
      $3.5
      Investment into Kiwibox;

    (E)
      On or
      before March 1, 2008, Magnitude shall have an additional $1,700,000 for
the
      $3.5
      Investment into Kiwibox; 

    (F)
      On or
      before August 16, 2008, Magnitude shall have an additional $300,000 for
the
      $3.5
      Investment into Kiwibox;

    (G)
      On or
      before December 5, 2007, Magnitude shall make a payment of $50,000 to the
      shareholders of Kiwibox. In the event that the $625,000 payment due pursuant
      to
      this Amendment No. 4 is not received on or before December 5, 2007, Magnitude
      shall make an additional payment of $50,000 to the Kiwibox shareholders on
      December 5, 2007. All Magnitude payments made under this Section 3(G) shall
      be
      disbursed 33 and 1/3% to each of the three Kiwibox shareholders. 

    (H)
      On
      the earlier date of January 31, 2008 or the date Magnitude receives sufficient
      funds to make a payment of $50,000, Magnitude shall make a payment of $50,000
      to
      the shareholders of Kiwibox. In the event that the $1,340,000, representing
      the
      balance due of the $3 million commitment of Tell Capital AG made to Magnitude
      (which amount includes the $625,000 Kiwibox Funding Amount due January 1, 2008),
      is not received on or before January 31, 2008, Magnitude shall make an
      additional payment of $50,000 to the Kiwibox shareholders on January 31, 2008,
      and the due date for the receipt of the $1,340,000 shall be extended to February
      5, 2008. All Magnitude payments made under this Section 3(H) shall be disbursed
      33 and 1/3% to each of the three Kiwibox shareholders;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (I)
      On or
      before April 1, 2008, Magnitude shall make a payment of $50,000 to the
      shareholders of Kiwibox. In the event that the $1,700,000 Kiwibox Funding Amount
      is not received on or before April 1, 2008, Magnitude shall make an additional
      payment of $50,000 to the Kiwibox shareholders on April 1, 2008, and the due
      date for the receipt of the $1,700,000 shall be extended to April 5, 2008.
      All
      Magnitude payments made under this Section 3(I) shall be disbursed 33 and 1/3%
      to each of the three Kiwibox shareholders. 

    


    Section
      3.5 shall be further amended by inserting the following provisions at the end
      thereof:

    


    In
      the
      event Magnitude does not receive into its bank account a Kiwibox Funding
      Amount

    on
      or
      before its corresponding Kiwibox Funding Date, Magnitude shall pay to the


    Kiwibox
      Shareholders a penalty consisting of 60,000 restricted Magnitude
      common

    shares
      for each day following the Kiwibox Funding Date a Kiwibox Funding Amount is
      in


    arrears.
      For example, if the $300,000 Kiwibox Funding Amount due on September 1,
      2007,

    is
      not
      received by Magnitude until September 5, 2007, then Magnitude shall pay the
      penalty 

    by
      issuing 300,000 Magnitude restricted common shares to the Kiwibox Shareholders,
      one-

    third
      to
      each Kiwibox Shareholder, within thirty (30) days of the receipt of the subject
      

    Kiwibox
      Funding Amount. In the event that a Kiwibox Funding Amount is more than thirty
      

    (30)
      days
      in arrears, the Kiwibox Shareholders shall have the right and option to send
      a


    notice
      of
      rescission in writing (the “Notice of Rescission”) to Magnitude who shall have
      an 

    additional
      five (5) days following receipt of such Notice of Rescission to cure such
      default 

    (the
      “Cure Period”) by providing sufficient documentary evidence to Kiwibox and to
      the 

    Kiwibox
      Shareholders that such delinquent Kiwibox Funding Amount has been received
      

    within
      such five (5) day Cure Period; in the event that Magnitude has does not provide
      to 

    Kiwibox
      and to the Kiwibox Shareholders sufficient documentary evidence that it has
      

    received
      such Kiwibox Funding Amount within such five (5) day Cure Period, then and
      in


    such
      event Magnitude shall deliver and transfer ownership of the Kiwibox business
      back to 

    the
      Kiwibox Shareholders by transferring to them all of the one hundred sixty (160)
      

    outstanding
      common shares of its subsidiary, Kiwibox Media, Inc., within thirty (30) days
      of


    the
      expiration of the Cure Period. The right of rescission granted to the Kiwibox
      

    Shareholders
      under this Section 3.5 shall be in addition to any rights and remedies that
      they


    shall
      have at law or in equity. Any and all sums paid by Magnitude to Kiwibox and
      the


    Kiwibox
      Shareholders prior to any exercise of their rights of rescission under this
      Section 

    3.5
      shall
      be deemed earned and non-refundable.

    


    THE
      ABOVE PROVISIONS OF SECTION 3.5 OF THE AGREEMENT AND AS MODIFIED BY AMENDMENTS
      NOS. 3, 4 AND 5 SHALL BE DELETED IN THEIR ENTIRETY, AND THE FOLLOWING NEW
      SECTION 3.5 SHALL BE SUBSTITUTED IN LIEU THEREOF: 

    


     3.5
      Magnitude
      Investment and Commitment.

    


    (A)
      Magnitude agrees to raise no less than $1,500,000 on or before March 7, 2008,
      of
      which $700,000 shall be committed to invest in the Kiwibox business
      and,
      in
      addition,
      $150,000
      of which shall be paid to the three Kiwibox Shareholders, $50,000 each, in
      partial consideration for their agreement to the terms and provisions of this
      Amendment No. 6; in addition and as further consideration to the Kiwibox
      Shareholders, Magnitude shall execute and deliver its promissory note, dated
      the
      date hereof, in the principal amount of $225,000, payable $75,000 each to the
      three Kiwibox Shareholders, accruing interest at the rate of five (5%) percent,
      per annum, secured by all 160 outstanding shares of Kiwibox Media, Inc., whose
      principal balance and accrued interest shall be due and payable on the earlier
      date of June 15, 2008, or on the date Magnitude received proceeds from any
      debt
      or equity financing subsequent to the anticipated investment of $1,500,000,
      due
      on or before March 7, 2008. If this promissory note is not paid on or before
      June 15, 2008, Magnitude shall reserve $150,000 in funds and transfer same
      to
      Kiwibox.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (B)
      In
      the event Magnitude raises the $1,500,000 on or before March 7, 2008, then
      any
      and all current or future (i) rights of rescission heretofore granted to the
      Kiwibox Shareholders to rescind the merger transaction between Magnitude and
      Kiwibox, and the Kiwibox Shareholders and (ii) obligations of Magnitude to
      raise
      any additional funds for Kiwibox, shall automatically terminate and no longer
      be
      of any further force or legal effect.

    


    (C)
      In
      the event Magnitude does not have the $1,500,000 on or before March 7, 2008,
      the
      Kiwibox Shareholders shall have the right to exercise a right of rescission,
      effective on March 7, 2008, by written notice to Magnitude and upon receipt
      of
      such notice of rescission, Magnitude shall transfer to the Kiwibox Shareholders
      all of the 160 outstanding shares of its subsidiary, Kiwibox Media, Inc. as
      soon
      as practicable; in addition, Magnitude shall reserve $150,000 in funds and
      transfer same to the Kiwibox in such event; 

    


    (D)
      In
      partial consideration of the agreement of Kiwibox and the Kiwibox Shareholders
      to the terms and provisions set forth in this Amendment No. 6:

    


    (i)
      Magnitude hereby grants to the Kiwibox Shareholders a limited reset right,
      based
      upon the issuance of the 30,000,000 Magnitude common shares, originally issued
      to the three Kiwibox Shareholders at the closing of the Agreement on August
      16,
      2007, 11,804,632 Common Shares to Lin Dai, 9,638,213 Common Shares to Ivan
      Tumanov and 7,807,155 Common Shares to Michael Howard. This limited reset right
      shall require Magnitude to issue, in the same proportion they received their
      original 30,000,000 Magnitude common shares on August 16, 2007, an addition
      20,000,000 common shares to the three Kiwibox Shareholders as follows: 8,071,544
      Common Shares to Lin Dai, 6,590,231 Common Shares to Ivan Tumanov, and 5,338,225
      Common Shares to Michael Howard. The Kiwibox Shareholders shall have the
      election to receive the 20,000,000 reset shares in the form of stock options,
      the number of which shall be determined by Magnitude’s auditors and based upon
      equivalent value. Magnitude shall issue the amount of shares or stock options
      due to the Kiwibox Shareholders under this Reset Right within ten (10) days
      of
      receipt of written notice accompanied, in the event the Kiwibox Shareholders
      elect to take some or all of the 20,000,000 reset shares in the form of stock
      options, by a statement setting forth the calculations used to determine the
      number of stock options, and;

    


    (ii)
      Magnitude shall issue to the Kiwibox Shareholders an aggregate 2,100,000
      restricted common shares as well as the 8,700,000 shares previously due through
      January 31, 2008. The Kiwibox Shareholders shall have the election to receive
      the penalty shares in the form of stock options, the number of which shall
      be
      determined by Magnitude’s auditors and based upon equivalent value. Magnitude
      shall issue the amount of penalty shares or stock options due to the Kiwibox
      Shareholders within ten (10) days of receipt of written notice accompanied,
      in
      the event the Kiwibox Shareholders elect to take some or all of the penalty
      shares in the form of stock options, by a statement setting forth the
      calculations used to determine the number of stock options.

    


    (iii) Magnitude
      shall obtain an opinion from its auditors or similarly qualified accounting
      firm
      as to the equivalent value of the reset 20,000,000 common shares and the penalty
      shares referenced in Section 3.5(D)(i) and (ii) above, if the Kiwibox
      Shareholders elected to take such securities in the form of stock options on
      or
      before the 20th
      day
      following the date of this Amendment. Magnitude shall furnish such opinion
      to
      the Kiwibox Shareholders upon receipt. In the event the Kiwibox Shareholders
      elect to take part or all of the subject reset 20,000,000 common shares and/or
      the penalty shares in the form of stock options, such stock options shall
      contain a provision permitting cashless exercise.

    


    B.
      Reconfirmation. The
      parties hereto reconfirm and acknowledge the legal viability of the Agreement,
      including Amendments No. 1, No. 2, No. 3, No. 4, No.5 and this Amendment No.
      6
      thereto between them as well as all of the terms and provisions of the Agreement
      and amendments not modified by this Amendment.

    


    IN
      WITNESS WHEREOF, the parties have signed this Amendment as of the day, month
      and
      year first above written.

     

    
      	Kiwibox Media, Inc. 	 	 	Magnitude Information Systems,
              Inc.
	 	 	 	 
	By: 
/s/
              Lin Dai	 	 	By: 
/s/
              Edward L. Marney
	
              
                
Lin
                Dai, President

            	 	 	
              
                
Edward
                L. Marney,
                President

            


    

     

    
      	 	/s/
              Ivan Tumanov	 	/s/
              Michael Howard	 	/s/
              Lin Dai	 
	 	Ivan Tumanov 	 	Michael Howard 	 	Lin Dai	 
	 	Kiwibox Shareholder	 	Kiwibox Shareholder	 	Kiwibox Shareholder