Exhibit
10.41




AMENDMENT
NO. 2




TO




SERIES
B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT




AMENDMENT NO. 2 to the SERIES B
CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, dated March 4, 2010 (“Amendment”), among
Echo Metrix, Inc., a Delaware corporation (the “Company”) and Rock
Island Capital, LLC, and/or assigns, a Florida limited liability company (“Rock Island” or the
“Buyer”).




BACKGROUND




Pursuant to that certain Series B
Convertible Preferred Stock Purchase Agreement, dated July 29, 2009, and entered
into by and among the Company and Rock Island, as amended by that certain
Amendment No. 1 to the Series B Convertible Preferred Stock Purchase Agreement,
dated September 4, 2009, in addition to any and all other addenda thereto
(collectively, the “Agreement”), the
Company has agreed to sell to Rock Island or its designees, and Rock Island has
agreed to purchase from the Company, an aggregate of 550,055 shares of the
Company’s Series B Preferred Stock for an aggregate price of
$5,000,000.  The parties now desire to enter into this Amendment to
modify the terms of the Agreement as more specifically set forth
herein.




All capitalized terms used but not
defined herein shall have the meanings assigned them in the
Agreement.




NOW, THEREFORE, in consideration of the
mutual promises of the parties and the terms and conditions hereof, the parties
hereby agree to amend the Agreement as follows:




1.           Amendment to
Definitions.  (a) The definition of “Certificate of
Designations” in Section 1.1 shall be deleted in its entirety and, in lieu
thereof, the following new definition of “Certificate of Designations” is
inserted and Exhibit A (being in the form of Exhibit A to this Amendment) is
hereby added:




“Certificate of
Designations” shall mean the Amended and Restated Certificate of
Designations of Series B Preferred Stock of the Company, attached hereto as
Exhibit A.




(b) The following new definition of
“Cashless Warrants” shall be inserted in Section 1.1:




“Cashless Warrants”
shall mean warrants to purchase 50,000,000 shares of Common Stock with an
exercise price per share of $0.03 and a term of five years, which warrants shall
be exercisable on a cashless basis.




(c) The following new definition of
“Non-Cashless Warrants” shall be inserted in Section 1.1:




“Non-Cashless
Warrants” shall mean warrants to purchase 50,000,000 shares of Common
Stock with an exercise price per share of $0.06 and a term of five years, which
warrants shall not be exercisable on a cashless basis; provided, however, that
if the closing price of the Company’s common stock as quoted on an applicable
trading market  has a volume-weighted average price of less than $0.06
for a thirty-day period during the term of such warrants, the exercise price per
share of the Non-Cashless Warrants shall be lowered to $0.03.







(d) The following new definition of
“Exempt Issuance” shall be inserted in Section 1.1:




”Exempt Issuance”
shall mean the issuance by the Company of (a) shares of Common Stock or options
to employees, officers or directors of the Company pursuant to any stock or
option plan duly adopted for such purpose, by a majority of the non-employee
members of the Board of Directors or a majority of the members of a committee of
non-employee directors established for such purpose, (b) except as otherwise
expressly provided for in Section 2.7, securities pursuant to this Agreement (as
amended) or securities issued upon the exercise or exchange of or conversion of
any securities issued pursuant to this Agreement (as amended), (c) securities
issuable pursuant to agreements outstanding as of the date of this Amendment
and/or other securities exercisable or exchangeable for or convertible into
shares of Common Stock issued and outstanding on the date of this Amendment,
provided that such securities have not been amended since the date of this
Amendment to increase the number of such securities or to decrease the exercise,
exchange or conversion price of such securities, , (d) securities issuable
pursuant to the Amended and Restated Certificate of Designations and (e)
securities issued pursuant to acquisitions or strategic transactions approved by
a majority of the disinterested directors of the Company, provided that any such
issuance shall only be to a person which is, itself or through its subsidiaries,
an operating company in a business synergistic with the business of the Company
and in which the Company receives benefits in addition to the investment of
funds, but shall not include a transaction in which the Company is issuing
securities primarily for the purpose of raising capital or to an entity whose
primary business is investing in securities.  Notwithstanding the
above, no issuance shall be an Exempt Issuance that would reduce Rock Island’s
ownership interest to below 51% of the Company on a fully-diluted
basis.




2.           Amendment to Section
2.1.  Section 2.1 of the Agreement shall be amended to replace
the reference to “January 8, 2010” with a reference to “the date that the
aggregate purchase price has been fully paid.”




3.           (a)
Amendment to Section
2.2. Section 2.2 of the Agreement shall be deleted in its entirety and,
in lieu thereof, the following new Section 2.2 is inserted:




2.2  Issuance and Delivery of the
Purchase Shares; Cancellation of Securities




(a)
Following receipt by the Company of each payment of the Purchase Price in
accordance with Section 2.4 below, the Company shall issue and deliver to the
Buyer, within five (5) days of such payment or the date of this Amendment,
whichever is later, certificates representing the pro rata portion paid for by
such tranche of each of the Purchase Shares, the Cashless Warrants, the
Non-Cashless Warrants, and 45 million shares of Common Stock (such 45 million
shares of Common Stock being referred to herein as the “Additional Shares”).
References to Purchase Shares in this Agreement shall include references to the
Cashless Warrants, the Non-Cashless Warrants, the Additional Shares, and the
shares of common stock issuable upon exercise of the Cashless Warrants and the
Non-Cashless Warrants.







(b) For clarity, subject to the terms
and conditions of the Agreement, as amended by this Amendment, the Company shall
issue to Rock Island, (i) with respect to tranche one, 40% of the Purchase
Shares, consisting of 220,022 shares of Series B Preferred Stock, Cashless
Warrants to purchase 20,000,000 shares of Common Stock, Non-Cashless Warrants to
purchase 20,000,000 shares of Common Stock, and 18,000,000 Additional Shares,
(ii) with respect to tranche two, 6% of the Purchase Shares, consisting of
33,003 shares of Series B Preferred Stock, Cashless Warrants to purchase
3,000,000 shares of Common Stock, Non-Cashless Warrants to purchase 3,000,000
shares of Common Stock, and 2,700,000 Additional Shares, (iii) with respect to
tranche three, 4% of the Purchase Shares, consisting of 22,002 shares of Series
B Preferred Stock, Cashless Warrants to purchase 2,000,000 shares of Common
Stock, Non-Cashless Warrants to purchase 2,000,000 shares of Common Stock, and
1,800,000 Additional Shares, (iv) with respect to tranche four, 10% of the
Purchase Shares, consisting of 55,006 shares of Series B Preferred Stock,
Cashless Warrants to purchase 5,000,000 shares of Common Stock, Non-Cashless
Warrants to purchase 5,000,000 shares of Common Stock, and 4,500,000 Additional
Shares, and (v) with respect to tranche five, 40% of the Purchase Shares,
consisting of 220,022 shares of Series B Preferred Stock, Cashless Warrants to
purchase 20,000,000 shares of Common Stock, Non-Cashless Warrants to purchase
20,000,000 shares of Common Stock, and 18,000,000 Additional
Shares.




(c) For clarity, any and all warrants
previously issued to Rock Island pursuant to the Agreement and/or any prior
amendment thereto are hereby cancelled.  Rock Island shall return the
certificates for any such warrants to the Company within five business days of
the execution of this Amendment (provided that, the failure of Rock Island to
return such certificate to the Company shall not affect the cancellation of such
warrants, which cancellation shall be effective upon execution of this
Amendment).




(d) For clarity, the obligation to
issue warrants pursuant to this Section 2.2 is in lieu of the obligation to
issue warrants to referenced on Schedule 1 to the Agreement. Such reference to
issuing warrants on Schedule 1 to the Agreement is hereby deleted in its
entirety.




4.           Amendment to Section
2.4. Section 2.4 of the Agreement shall be deleted in its entirety and,
in lieu thereof, the following new Section 2.4 is inserted:




2.4           Delivery of Purchase
Price.  The aggregate Purchase Price shall be paid by the Buyer
to the Company by wire transfer in the following five tranches:




(a)
in tranche one, the sum of $2,000,000.00 shall be wire transferred to the
Company in accordance with the wire transfer instructions attached hereto on or
before September 9, 2009 (of which the Company acknowledges $2,000,000 was
received by such date);




(b) in
tranche two, the sum of $300,000.00 shall be wire transferred to the Company
upon execution of this Amendment, which has been duly approved by the board of
directors of the Company (of which the Company acknowledges $100,000 was
received );




(c) in
tranche three, the sum of $200,000.00 shall be wire transferred to the Company
no later than the date that is eight (8) days following the date that the
Certificate of Designations is filed with the Secretary of State of the State of
Delaware;




(d) in
tranche four, the sum of $500,000.00 shall be wire transferred to the Company no
later than twenty-one (21) business days after the  tranche three
payment; and




(e) in
tranche five, the sum of $2,000,000.00 shall be wire transferred to the Company
no later than thirty (30) days after the tranche four payment (the aggregate
payments of each of the five tranches constituting the “Aggregate Purchase
Price”).




Notwithstanding
anything to the contrary herein, the Buyer may, at its sole option and without
prior notice to the Company, prepay all remaining amounts of the Aggregate
Purchase Price due hereunder.




5.           Amendment to Section
2.7.  Section 2.7 of the Agreement shall be deleted in its
entirety and, in lieu thereof, the following new Section 2.7 is
inserted:







2.7. Preemptive
Rights. So
long as (i) the Buyer has made payments in a timely manner as set forth in
Section 2.4 of the Agreement (as amended) and (ii) the Buyer, or the members of
the Buyer as of September 9, 2009 (including any member of the Buyer to whom
rights or securities purchased under the Agreement were assigned, still
beneficially own at least 66% of the 550,055 shares of the Company’s Series B
Preferred Stock purchased pursuant to the Agreement (as amended), the Buyer
shall have each of the separate preemptive rights described in subsections
(a)-(e) below:




(a) 
Except with respect to an Exempt Issuance, for a period of five years commencing
on the date of this Amendment, if the Company issues shares of common stock,
options, warrants common stock equivalents or any other securities that are
exercisable or exchangeable for, or convertible into, common stock, the Buyer
shall have the right to purchase from the Company a number of shares of Common
Stock equal to the amount necessary for the Buyer to maintain its percentage
interest in the Company on a post-issuance and fully-diluted basis at a price
equal to the lesser of eight cents ($0.08) per share or 50% of the third party’s
purchase price or exercise or conversion price to acquire the third party’s
shares, as applicable (provided that the Buyer’s minimum purchase price pursuant
to this Section 2.7(a) shall be five cents ($0.05)) (such price being the
“Pre-emptive Purchase Price”).




(b) Except
with respect to an Exempt Issuance, if the Company issues shares of Common Stock
or options, warrants, common stock equivalents or other securities that are
exercisable or exchangeable for, or convertible into, Common Stock to a third
party in exchange for services, assets or other property, then for a period of
one (1) year following the date that such securities are issued to such third
party, the Buyer shall have the right to purchase an equivalent number of
securities from the Company at a price equal to the Pre-emptive Purchase
Price.




(c) Except
with respect to an Exempt Issuance, for a period of three (3) years from the
date of this Amendment, for each share of Common Stock that is acquired by a
third party by way of any of the mechanisms described in subsections (i)-(iv) of
this Section 2.7(c), Rock Island shall be entitled to purchase from the Company
a share of Common Stock at a price equal to the Pre-emptive Purchase
Price:




(i) any
options or warrants of the Company existing on the date of this Amendment are
exercised;




(ii) any
bridge loans of the Company are converted into shares of Common
Stock,




(iii) any
notes of the Company converted into shares of Common Stock,
or




(iv) any
shares of the Series A Preferred Stock of the Company are
converted.




(d) Except
with respect to an Exempt Issuance, after September 9, 2009, for a period of
five years commencing on the date of this Amendment, if the Company issues
shares of Common Stock, options, warrants, common stock equivalents or any other
securities that are exercisable or exchangeable for, or convertible into, Common
Stock, the Buyer shall (i) in the case of warrants, options or other securities
that are exercisable or exchangeable for, or convertible into, Common Stock, be
entitled to immediately receive warrants to purchase such number of shares of
Common Stock that is equal to the number of shares of Common Stock underlying
the options, warrants or other securities for no additional consideration and
with an exercise price of $0.03 per share, and (ii) in the case of the issuance
of shares of Common Stock, the Buyer shall immediately have the right to
purchase an equal number of shares at a purchase price of $0.03 per
share.









(e) For a
period of five years commencing on the date of this Amendment, in the event that
the Company is required to issue shares pursuant to any legal settlement,
judicial order, or pre-existing agreement, the Buyer shall be issued an equal
number of shares of Common Stock as is necessary to maintain its original
percentage of share ownership of the Company on a fully-diluted basis, at no
additional cost and without the need to provide any additional
consideration.




6. Addition of Section
4.10. Section 4.10 below shall be added to the Agreement following
Section 4.9.





4.10. Own Account. Buyer is acquiring
the Purchase Shares as principal for its own account and not with a view to or
for distributing or reselling such Purchase Shares or any part thereof in
violation of the Securities Act or any applicable state securities law, has no
present intention of distributing any of such Purchase  Shares in
violation of the Securities Act or any applicable state securities law and has
no direct or indirect arrangement or understandings with any other persons to
distribute or regarding the distribution of such Purchase Shares (this
representation and warranty not limiting Buyer's right to sell the Purchase
Shares pursuant to an effective registration statement or otherwise in
compliance with applicable federal and state securities laws) in violation of
the Securities Act or any applicable state securities law.





7.Addition of Section
4.11. Section 4.11 below shall be added to the Agreement following
Section 4.10.





4.11. Experience of Buyer. Buyer,
either alone or together with its representatives, has such knowledge,
sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of the prospective investment in the
Purchase Shares, and has so evaluated the merits and risks of such investment.
Buyer is able to bear the economic risk of an investment in the Purchase Shares
and, at the present time, is able to afford a complete loss of such
investment.





8. Addition of Section
4.12. Section 4.12 below shall be added to the Agreement following
Section 4.11.





4.12. General Solicitation. Buyer is
not purchasing the Purchase Shares as a result of any advertisement, article,
notice or other communication regarding the Purchase Shares published in any
newspaper, magazine or similar media or broadcast over television or radio or
presented at any seminar or any other general solicitation or general
advertisement.





9.           Amendment to Section
3.13. Section 3.13 of the Agreement shall be deleted in its entirety and,
in lieu thereof, the following new Section 3.13 is inserted:




3.13 Sale of Additional Shares of
Stock.   From and after the period from the payment of the
first tranche of $2,000,000, provided that Buyer shall comply with its
obligation to pay the Purchase Price in a timely fashion as set forth in this
agreement, the Company shall not sell any class of shares of stock or take any
action to dilute the Buyer’s interest in the Company without the consent of
Buyer, (provided that, Buyer specifically consents to issuance of securities
totaling 400,000 shares of common stock in connection with bridge notes received
in January and February 2010) Buyer may withhold in Buyer’s sole discretion,
except for any Exempt Issuance and any existing warrants and options that are
exercised and for conversions of existing notes payable as part of the Company’s
current normal course of business.  In the event that Buyer shall fail
to timely pay any subsequent tranche payment, then upon 10 days notice to Buyer
and right to cure, the Company shall be free to sell shares of stock and/or
dilute as otherwise permitted by applicable law.









10.         Amendment of Article
VII.           Article
VII, Registration
Rights, of the Agreement shall be deleted in its entirety and, in lieu
thereof, the following new Article VII, Registration Rights,
is inserted:




Provided
that the Buyer has made payments in a timely manner as set forth in Section 2.4
of this Agreement, the Buyer as of September 9, 2009 (including any member of
the Buyer to whom rights or securities purchased under the Agreement (as
amended) were assigned) still beneficially owns at least 66% of the 550,055
shares of the Company’s Series B Preferred Stock purchased pursuant to the
Agreement, within thirty days of the receipt of the aggregate Purchase Price by
the Company, and subject to any limitations imposed by Rule 415 (“Rule415”) under the
Securities Act or by the SEC with respect to interpretations thereof or
thereunder, the Company shall prepare and file with the SEC a registration
statement on Form S-1 (or such other form as may be appropriate) (the “Registration
Statement”), covering the resale of the Additional shares, shares of
Common Stock issuable upon Cashless Warrants and Non-Cashless Warrants actually
issued pursuant to the Agreement (as amended) (collectively, the “RegistrableSecurities”), and
shall use its best efforts to cause the Registration Statement to be declared
effective under the Securities Act as soon as possible but, in any event, no
later than ninety (90) days following the filing of such Registration Statement
(150 days if the SEC issues comments).




The
Company shall use its best efforts to cause the Registration Statement to remain
effective under the Securities Act, including, without limitation, the prompt
filing of post-effective amendments and supplements, to permit the Buyer or any
transferees therefrom to dispose of Registrable Securities in such registration
for a period commencing as of the Closing and ending on the earliest to occur of
(i) the date on which all such Registrable Securities which have not been
previously sold to the public pursuant to the Registration Statement can be sold
to the public under Rule 144, and (ii) the date on which all such Registrable
Securities have been sold to the public pursuant to the Registration Statement
in accordance with the intended method of distribution thereof.





All costs
and expenses of any registration and qualification of the Registrable Securities
pursuant to this Article VI shall be borne by the Company, other than (i) any
costs and expenses of counsel, accountants, or other advisors retained by the
Buyer and (ii) all transfer, franchise, capital or other taxes, if any,
applicable to the Registrable Securities which shall be paid by the
Buyer.





Notwithstanding
anything to the contrary in this Agreement (as amended), shares of Common Stock
which may be disposed of without restriction under Rule 144 under the Securities
Act of 1933, as amended, will not be deemed to be Registrable Securities and the
holders of such shares of Common Stock will have no registration rights with
respect to such shares.





11.         Amendment to Section
8.1. Section 8.1 of the Agreement shall be deleted in its entirety and,
in lieu thereof, the following new Section 8.1 is inserted:




8.1           By
Buyer.  In the event that the Buyer shall fail to timely pay
any tranche payment and does not notify the Company in writing at least five (5)
days prior to such payment due date (upon which notice Rock Island shall be
granted a 7-day extension), Rock Island shall forfeit 3% of the warrants
(starting the eighth day after payment was to be received) to be delivered in
connection with such payment for each day that such payment is
late.  Late is defined as the next business day following the seven
day extension.    In addition, if (i) a required tranche
payment is not timely made, (ii) the Company provides a notice of mandatory
conversion to Rock Island, and (iii) the tranche payment is not made within ten
(10) days of receipt of such notice, the Company shall have the right to force
the mandatory conversion of all shares of Series B Preferred Stock previously
issued to Rock Island into Common Stock, in which case Rock Island shall forfeit
their preferred rights under the Certificate of Designations and this Agreement
(as amended) after the ten day cure period.  If Buyer shall fail to
timely pay any tranche payment, the Company shall have no right to pursue any
other remedy against Buyer except as set forth in this Section
8.1.







12.         Termination.  Rock
Island may, upon ten (10) days’ prior written notice, terminate the Agreement
for any reason; provided, however, if Rock Island provides such notice of
termination to the Company, Rock Island shall be obligated to make one final
payment to the Company of $300,000 on or prior to the 40th day
following the date of such notice; provided, however, that Rock Island shall not
be obligated to make such final $300,000 payment if, since the date of this
Amendment, there has been any event, condition or change which, singularly or in
the aggregate, materially and adversely affects, or could reasonably be expected
to materially and adversely affect the assets, liabilities, financial results of
operations, financial conditions, business or prospects of the
Company.  For clarity, in exchange for the $300,000 payment
contemplated hereby, Rock Island shall receive a corresponding pro rata amount
of shares and warrants as follows: 33,003 shares of Series B Preferred Stock,
Cashless Warrants to purchase 3,000,000 shares of Common Stock, Non-Cashless
Warrants to purchase 3,000,000 shares of Common Stock, and 2,700,000 Additional
Shares.




13.         No
Renegotiation.  Subject to the Company’s compliance with all of
the provisions of the Agreement (as amended), Rock Island shall comply with the
payment provisions of the Agreement (as amended) and shall not seek to
renegotiate such provisions.  If Rock Island seeks to renegotiate the
payment provisions of the Agreement (as amended) without the Company’s consent,
and the Company is in compliance with all of the provisions of the Agreement,
then Rock Island shall be obligated to return to the Company warrants to
purchase a total of 5,000,000 shares of Common Stock previously issued pro rata
to Rock Island pursuant to the Agreement (as amended). If Rock Island seeks to
renegotiate the payment provisions of the Agreement (as amended) without the
Company’s consent, and the Company is in compliance with all of the provisions
of the Agreement, such warrants shall be deemed cancelled without any additional
action required on the part of any party.




14.         Mutual
Releases.




(a)           Release by Rock
Island. For the consideration and mutual promises specified herein and
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, Rock Island, on behalf of itself, its parents,
subsidiaries, affiliates, officers, employees, and agents, and each of their
predecessors, successors and assigns, representatives, heirs, and any person or
entity that claims any right or interest through or on behalf of any of the
foregoing (collectively the “Rock Island
Releasors”), hereby release and discharge each of the Company and its
current subsidiaries, affiliates, partners, divisions, and/or its and their
successors, assigns, present directors, officers, representatives, agents,
fiduciaries, consultants, or employees or any person acting on behalf of the
Company (individually and collectively the “Company Releasees”)
from all actions, causes of action, counterclaims, suits, debts, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, obligations, liabilities, guarantees, endorsements, liens,
securities interests, agreements, promises, variances, trespasses, damages,
judgments, extents, executions, claims and demands whatsoever, in law, admiralty
or equity (collectively, “Claims”), the Rock Island Releasors ever had or now
have against any Company Releasees from the beginning of the world to the date
of this Amendment (the “Rock Island
Claims”).  Notwithstanding the foregoing, the Rock Island
Claims do not include (i) any rights of any Rock Island Releasor arising under
the Agreement as amended by this Amendment, (ii) any rights of any Rock Island
Releasor arising as a result of the ownership of any securities of the Company
issued under the Agreement, as amended by this Amendment, and (iii) any rights
arising in favor of a Rock Island Releasor after the date hereof.




(b)           Release by
Company.  For the consideration and mutual promises specified
herein and other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the Company, on behalf of itself, its parents,
subsidiaries, affiliates,  officers, employees, and agents, and each
of their predecessors, successors and assigns, representatives, heirs, and any
person or entity that claims any right or interest through or on behalf of any
of the foregoing (collectively the “Company Releasors”),
hereby release and discharge each of Rock Island and its current subsidiaries,
affiliates, partners, divisions, and/or its and their successors, assigns,
present directors, officers, representatives, agents, fiduciaries, consultants,
or employees or any person acting on behalf of Rock Island (individually and
collectively the “Rock
Island Releasees”) from all Claims the Company Releasors ever had or now
have against any Rock Island Releasees from the beginning of the world to the
date of this Amendment (the “Company
Claims”).  Notwithstanding the foregoing, the Company Claims do
not include (i) any rights of any Company Releasor arising under the Agreement
as amended by this Amendment, and (ii) any rights arising in favor of a Company
Releasor after the date hereof.







15.         Certificate of
Designations.   By the fifth (5th) day
following execution of this Amendment, the Certificate of Designations shall be
approved by the parties hereto.  As soon as practicable following the
date of this Amendment, the Company will file the Certificate of Designations
with the Secretary of State of the State of Delaware and the SEC.




16.         Capital Expenditures.
        From and after the date of this
Amendment, any capital expenditure made by the Company individually, or in the
aggregate, in excess of $25,000, including capital expenditures to persons or
entities which are related or affiliated with each other which in the aggregate
exceed $25,000, shall require the express written approval of two officers of
the Company.




17.         Increase of Authorized
Shares.    The Company shall take such corporate actions
as are required to increase its authorized shares of Common Stock as are
necessary to issue all of the securities issuable under the Agreement (as
amended) promptly after an aggregate of $2,000,000 is received by it under the
Agreement (as amended).




18.         Continuation of
Agreement.         Notwithstanding
anything to the contrary, the Agreement, including all amendments and addenda
thereto, remains in full force and effect.  For the avoidance of doubt
(i) the Company hereby revokes and waives all rights with respect to the notice
to cure contained in that certain letter from the Company to Buyer, dated
December 18, 2009, and (ii) the Buyer hereby revokes and waives all rights with
respect to the notice of breach contained in that certain letter from Buyer to
the Company, dated December 28, 2009.




19.         No Other
Changes.  All other terms and conditions of the Agreement shall
remain in full force and effect as provided in the Agreement.




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




21.          Applicable
Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of Florida without giving effect to the
principles of conflicts of laws thereof.




22.         Headings.  The
headings contained in this Amendment are for convenience of reference only and
shall not affect the construction of this Amendment.




[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]







IN WITNESS WHEREOF, the parties have
duly executed this Amendment as of the date set forth above.




ECHO
      METRIX, INC.By:
                    /s/ Jeffrey GreeneName:
      Jeffrey GreeneTitle:
      Chief Executive OfficerBy:
                    /s/ Erica ZalbertName:
      Erica ZalbertTitle:
      Chief Financial OfficerROCK
      ISLAND CAPITAL, LLCBy:
                    /s/Richard GrossfeldName:
      Richard GrossfeldTitle:
      Managing
Partner