ex4-16.htm


    EXHIBIT
4.16

     

    AMENDMENT

    TO

    CLASS
A AND CLASS B

    WARRANTS

     

    


    This  Amendment to Class A
and Class B  Warrants is entered into as of November 23, 2009, by and
among NeoMagic Corporation, a Delaware corporation ( the "Company")
and Attiva Capital Partners, Ltd. ("Attiva");
Bluestone Financial Ltd., ("Bluestone")
and Mediastone LLC, ("Mediastone")
(collectively, the "Investors")
with respect to  the following facts:

    


               A.
As of October 16, 2009, the Company issued to the Investors Class A Warrants
with respect to an aggregate of 20,000,000 shares of the Company's Common Stock,
as well as Class B Warrants with respect to an aggregate of an additional
20,000,000 shares of the Common Stock.

    


               B.  Each
of these Warrants entitled the Company to shorten the "Exercise Period" of
the  Warrants ( as defined in the first paragraph of the Warrants),
upon notice by the Company to the Investors, following the occurrence of a
"Trading Price Termination Event", as defined in Section 4(c) of the
Warrants.

    


              C.
The parties now wish to modify Section 4(c) of each such Warrant to replace the
phrase "greater than two hundred percent (200%) of the Exercise Price" with the
phrase "greater than three hundred percent (300%) of the Exercise
Price."

    


              For
good and valuable consideration, receipt of which is hereby acknowledged, the
Company and the parties hereby agree as follows:

    


              1.
Amendment.  Section
4(c) of each Class A and Class B Warrant issued to the Investors is hereby
amended to read, in full, as follows:

    


    "(c) The term “Trading
Price Termination Event” shall mean the occurrence, at any time that the
Common Stock is listed for trading on anational securities exchange, other
nationally recognized trading system, or is quoted on the Pink Sheets LLC or
similar over-the-counter service (including, without limitation, the OTC
Bulletin Board), of  a period of fifteen (15) consecutive trading days
(each a "Trading Day")
during which the quoted bid price of the Common Stock has been greater than
three hundred percent (300%) of the Exercise Price."

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2. All Other Provisions Remain
in Effect. Except as provided above in Section 1 hereof, all other
provisions of the Warrants shall remain in full force and effect.

    


    This
Amendment to Class A and Class B Warrants is entered into as of the date first
set forth above.

    


    NeoMagic
Corporation

     

    
      
        
          
            
              
                	 	 	 	 	 	 
	By	
                        /s/
      Douglas R. Young   

                      	 	 	
                      	 
	 	
                        Douglas
      R. Young, Chief Executive Officer

                      	 	 	
                      	 


              

            

          

        

      

    

     

    


    Attiva
Capital Partners, Ltd.

     

    
      
        	
              	 	 	 	 	 
	By	
                /s/
      David Tomasello  

              	 	 	
              	 
	 	
                David
      Tomasello, Managing Director

              	 	 	
              	 


      

    

     

     

    Bluestone
Financial Ltd.

    


    
      
        	
              	 	 	 	 	 
	 By	
                /s/
      David Tomasello   

              	 	 	
              	 
	 	
                David
      Tomasello, Managing Director

              	 	 	
              	 


      



    Mediastone
LLC

     

    
      
        	
              	 	 	 	 	 
	By	
                /s/
      Jorge Granier 

              	 	 	
              	 
	 	
                Jorge
      Granier, Managing Director