**GENERAL AUTHORIZATIONS****RESOLVED,**that each officer of Helios & Matheson be, and each ofthem hereby is, authorized and empowered to do and perform allsuch further acts and things, and execute and deliver, all suchagreements, certificates, consents, instruments and documents andto prepare or cause to be prepared, execute and file or cause tobe filed with any federal, state or other regulatory agencies anyreports, filings, applications or other documents, and to seek allgovernmental or regulatory consents or approvals, required withrespect to the foregoing resolutions, and to do or cause to bedone all such further acts and things as may be necessary oradvisable under or in connection with the foregoing resolutions,and the execution by an officer of Helios & Matheson of any of theforegoing or the doing of any such act or thing shall beconclusive evidence of a determination in that respect andapproval thereof; and it is further**CONFIRMED**that Salvatore M. Quadrino is the Chief FinancialOfficer and Chief Executive Officer of Helios & Matheson and anauthorized officer of Helios & Matheson for purposes of theseResolutions.**RESOLVED,**that all actions heretofore taken by any officer ordirector of Helios & Matheson necessary or advisable under or inconnection with any of the foregoing resolutions are herebyapproved, ratified and confirmed in all respects as fully as ifsuch actions had been presented to this Board for its approvalprior to such actions being taken.**IN WITNESS WHEREOF,**I have hereunto set my hand on and as of the date first above written      By:                                            /s/ Salvatore M. Quadrino    Salvatore M. Quadrino    Chief Financial Officer andChief Executive Officer  
 
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**CERTIFICATION REGARDING****STOCKHOLDER’S AND DIRECTORS’ RESOLUTIONS**Dated:as of March 30, 2009The undersigned, Salvatore M. Quadrino, the Secretary and Treasurer of **INTERNATIONAL OBJECTTECHNOLOGY, INC.,**a corporation organized and existing under the laws of the State of NewJersey, does hereby certify to **Keltic Financial Partners, LP,**on and as of the date first abovewritten that the following is a true and correct copy of resolutions duly adopted in writing onMarch 30, 2009, at a duly called meeting of the sole stockholder and the directors of**INTERNATIONAL OBJECT TECHNOLOGY, INC.,**and that the same are in full force and effect:WHEREAS, the stockholders and Board of Directors of **INTERNATIONALOBJECT TECHNOLOGY, INC. (“IOT”)**have determined, in their best judgment, that it is in the bestinterests of IOT that IOT enter into that certain Consent (the**“Consent”)**dated as of March 30, 2009, which Consent reaffirms thatcertain Guaranty of Payment and Performance (the **“Guaranty”)**datedas of June 27, 2007, given by IOT to induce Keltic FinancialPartners, LP (“**Keltic**”) to extend to **HELIOS & MATHESON NORTHAMERICA INC., formerly known as The A Consulting Team, Inc.,**a NewYork corporation with its principal executive office and principalplace of business at 200 Park Avenue South, Suite 901, New York,New York 10003, a revolving credit facility in the aggregateprincipal amount of $1,000,000, and by which IOT agrees tounconditionally guaranty to Keltic punctual payment and performanceof the obligations under such credit facility;NOW THEREFORE BE ITRESOLVED, that the Consent, together with such other documents andagreements, are hereby approved and adopted, and each of theofficers of IOT is authorized on behalf of IOT to execute anddeliver the Consent substantially in the form approved, with suchchanges as the officer executing the same may approve, suchapproval to be conclusively evidenced by the execution and deliverythereof.
 
 

 
RESOLVED,that each officer of IOT is authorized on behalf ofIOT from time to time to execute and deliver such certificates,notes, security agreements, instruments, financing statements,and other documents contemplated by, or related to, the Consentand the Guaranty and do and perform such acts and things as anyof them, in his discretion, may deem necessary or advisable inconnection with the Consent and the Guaranty or any relatedinstrument, or in connection with the exercise of the rights orthe performance of the obligations of IOT thereunder.CONFIRMEDthat Salvatore M. Quadrino is the Secretary andTreasurer of IOT and an authorized officer of IOT for purposesof these Resolutions.**GENERAL AUTHORIZATIONS**RESOLVED, that each officer of IOT be, and each of them herebyis, authorized and empowered to do and perform all such furtheracts and things, and execute and deliver, all such agreements,certificates, consents, instruments and documents and to prepareor cause to be prepared, execute and file or cause to be filedwith any federal, state or other regulatory agencies any reports,filings, applications or other documents, and to seek allgovernmental or regulatory consents or approvals, required withrespect to the foregoing resolutions, and to do or cause to bedone all such further acts and things as may be necessary oradvisable under or in connection with the foregoing resolutions,and the execution by an officer of IOT of any of the foregoing orthe doing of any such act or thing shall be conclusive evidenceof a determination in that respect and approval thereof; and itis furtherRESOLVED, that all actions heretofore taken by any officer ordirector of IOT necessary or advisable under or in connectionwith any of the foregoing resolutions are hereby approved,ratified and confirmed in all respects as fully as if suchactions had been presented to this Board for its approval priorto such actions being taken.**IN WITNESS WHEREOF,** I have hereunto set my hand on and as of the date first abovewritten.      By:                                                  /s/  Salvatore M. Quadrino    Salvatore M. Quadrino    Secretary and Treasurer  
 
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**AMENDMENT NO. 1 TO LOAN DOCUMENTS**This Amendment No. 1 (the **“Amendment”)**dated as of March 30, 2009, is between**KELTIC FINANCIAL PARTNERS, LP,** aDelaware limited partnership, with a place ofbusiness at 580 White Plains Road, Suite 610,Tarrytown, New York 10591 **(“Lender”)**,and**HELIOS & MATHESON NORTH AMERICA INC., formerlyknown as The A Consulting Team, Inc.,**a New Yorkcorporation with its principal executive office andprincipal place of business at 200 Park AvenueSouth, Suite 901, New York, New York 10003(hereinafter called **“Borrower”)**.**RECITALS**A. Borrower has executed or has caused to be executed various documentsconcerning credit extended by the Lender, including, without limitation, thefollowingdocuments (the **“Loan Documents”):** 1. that certain Restated and Amended Loan and SecurityAgreement dated June 27, 2007, between Lender and Borrower (the **“LoanAgreement”)**relating to that certain $1,000,000 revolving loan (the**“Revolving Loan”)**extended by Lender to Borrower; 2. Borrower’s certain Revolving Note evidencing the RevolvingLoan and made payable to the order of Lender and dated as of June 27, 2007,in the original principal amount of $1,000,000.00 (the **“Note”**); 4. that certain instrument of guaranty entitled “Guaranty ofPayment and Performance” (the **“Guaranty”)**given **INTERNATIONAL OBJECTTECHNOLOGY, INC.**(the **“Corporate Guarantor”),**and executed on September27, 2007, but effective as of June 27, 2007; 5. the various Loan Documents referenced and described in theLoan Agreement.B. Lender and Borrower desire to amend the Loan Documents.
 
 

 
AGREEMENT1.Definitions. Capitalized terms used but not defined in thisAmendment shall havethe meaning given to them in the Loan Documents.2. Amendments to Loan Agreement. The Loan Agreement is hereby amended asfollows:2.1 Paragraph 1.57 entitled “Termination Date” is hereby deleted in itsentirety and the following is substituted in its place and stead (it being intended to reflecttheextension of the “Termination Date” to December 31, 2009):1.57**“Termination Date”** shall mean theearlier of December 31, 2009 or the date on whichLender terminates this Agreement pursuant toSection 18.1 hereof or Borrower terminates thisAgreement pursuant to Section 18.2.2.2 Paragraph 8 1 entitled “Borrowing Base Certificate” is hereby deleted inits entirety and the following is substituted in its place and stead (it being intended toreflect arequirement that Borrower must submit a Borrowing Base Certificate monthly unless Borrowerinitiates borrowing under the Loan Agreement (which to date it has not), in which caseBorrowermust submit a Borrowing Base Certificate twice-monthly as well ascontemporaneously witheach request for an Advance):81. Borrowing Base Certificate. A satisfactorilycompleted and executed Borrowing Base Certificatemonthly (within 2 days after the end of eachmonth), *provided, however,*that if Borrowerinitiates borrowing under the Loan Agreement,Borrower must submit a satisfactorily completedand executed Borrowing Base Certificatetwice-monthly, the first as at the 15thday of each month (to be submitted within 2 daysafter such date) and the second as at the end ofeach month (within 2 days after the end of eachsuch month), as well as contemporaneously witheach request for an Advance.3. Amendments to Note. Notwithstanding any other maturity date set forth in theNote, the “Maturity Date” of the Note shall be December 31, 2009, unless the amounts due underthe Note are sooner paid or accelerated, all as provided in the Loan Agreement, the Note andthe other Loan Documents.
 
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4. Representationsand Warranties. When Borrower signs this Amendment, Borrowerrepresents and warrants to Lender that: (a) there is no event which is, or with notice orlapse of time or both would be, a default under the Loan Documents except those events, ifany, that have been disclosed in writing to Lender or waived in writing by Lender, (b) therepresentations and warranties in the Loan Documents are true as of the date of this Amendment asif made on the date of this Amendment, (c) this Amendment does not conflict with any law,agreement, or obligation by which Borrower is bound, and (d) this Amendment is within Borrower’spowers, has been duly authorized, and does not conflict with any of Borrower’s organizationalpapers.5. Conditions. This Amendment will be effective when Lender receives thefollowing items: 5.1 Borrower’s execution of this Amendment.  5.2 Execution by the Corporate Guarantor of its consent attachedto this Amendment.  5.3 Payment by Borrower of a $5,000 extension fee to Lender.  5.4 Payment by Borrower of all costs, expenses and attorneys’ fees(estimated to be $1,650) incurred by Lender in connection with this Amendment,all of which may be paid by charge against the Revolving Loan.6. Effect of Amendment. Except as provided in this Amendment, all of theterms and conditions of the Loan Documents shall remain in full force and effect.7. Counterparts. This Amendment may be executed in counterparts, each of whichwhen so executed shall be deemed an original, but all such counterparts together shallconstitutebut one and the same instrument.8. **FINAL AGREEMENT****. BY SIGNING THIS DOCUMENT EACH PARTYREPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THEFINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECTMATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENTLETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS ANDCONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCHCOMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OFTERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C)THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES,AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANYPRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS ORUNDERSTANDINGS OF THE PARTIES.
 
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**IN WITNESS WHEREOF,**the parties hereto have caused this Amendment to be executed bytheir officers thereunto duly authorized on and as of the day and year first above written.         **KELTIC FINANCIAL PARTNERS, LP**         By: KELTIC FINANCIAL SERVICES LLC,its general partner           By: /s/ Olen Szczupak             Olen Szczupak, Executive Vice President         **HELIOS*****&*****MATHESON NORTH AMERICA INC.formerly known as The A Consulting Team, Inc.)**         By: /s/ Salvatore M. Quadrino         Salvatore M. Quadrino**