**Exhibit 10.2**

** **

**AMENDMENTNO. 1 TO CONTRACT FOR SERVICES**

 

This Amendment No.1 to Contract for Services (“AmendmentNo. 1” is made on and is effective as of       November 2010

 

**Between**

 

1.               **MGT Capital Investments Inc,** whose Registered Office is situated at **66 Hammersmith Road, London W14 8UD** (together with itssubsidiary companies and or any associated companies known hereinafter as “theClient”) of the one part, and

 

2.               **D4D Limited** whose Registered Office is situated at **89 Leigh Road, Eastleigh, Hampshire, SO50 9DQ** (knownhereinafter as “the Company”) of the other part.

 

**Recitals**

 

The Client and the Company have previouslyentered into the original Contract for Services dated 29 July 2010 (the “OriginalContract”).

 

The Client is considering entering into aSecurities Purchase Agreement (the “SPA”) dated November     2010 between the Client and Laddcap Value Partners III, LP (the “Purchaser”)providing for, among other things, the purchase of 6,500,000 shares of theClient’s common stock by the Purchaser.

 

The Client and the Company desire to amend theOriginal Contract, upon the terms and subject to the conditions hereinafter setforth in the Operative Provisions of this Amendment No. 1.

 

**Operative Provisions**

 

**The Services to be Undertaken, the Contract Price,Rights and Obligations and Associated Matters**

 

1.               Capitalized terms not otherwise defined in thisAmendment No. 1 have the respective meanings ascribed to them in theOriginal Contract.

 

2.               The Original Contract is hereby amended as follows:

 

(a)          The provision of corporate executive services setforth on Section C of Schedule A is hereby amended to provide (i) theCompany intends to provide the services of Mr. Tim Paterson-Brown to actin the capacities of Chairman, Board member, and Chief Executive Officer at anannual base fee of £260,000, and (ii) the Company intends to provide theservices of Mr. Allan Rowley to act in the capacities of Board member andChief Financial Officer at an annual base fee of £200,000;

 

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(b)         The payment of consulting fees set forth on Section Cof Schedule A is hereby amended to provide that if the closing contemplatedunder the SPA takes place in accordance with the terms thereof, then,notwithstanding the respective terminations of Mr. Paterson-Brown’sengagement by the Client and Mr. Rowley’s engagement by the Client inaccordance with the provisions of the SPA, the Client’s obligation to pay theconsulting fee to the Company shall not terminate and each such person shall,nevertheless, continue to be entitled to receive the indicated consulting feefor the remainder of the three-year Term described in the Section B ofSchedule A; to be free from doubt, this provision is only operative in theevent that the transactions contemplated by the SPA are carried out inaccordance with the provisions of the SPA;

 

(c)          The contract price set forth on Section C ofSchedule A is hereby modified to delete references to the (i) theMedicsight Disposal Project Fee and (ii) the Moneygate Disposal ProjectFee;

 

(d)         Section 4, is hereby amended by inserting thephrase: “Except as may be required by applicable law.   .  ..  “ at the beginning of suchSection;

 

(e)          Section 38 is hereby admended to provide for the exclusivejurisdiction of the courts of England and Wales; and

 

(f)            Section 40 is hereby added to provide foracceleration of and the immediate payment of the consulting fees set forth on Section Cof Schedule A upon the first of the following to occur (i) Client’suncured default after 15 days’ written notice of its breach of this Contractfor Services; (b) a material adverse change in Client’s prospects; (iii) achange of control other than the change of control contemplated by the SPA.

 

3.               The Original Contract is amended mutatismutandisto reflect the modifications set forth herein. Except for the foregoing andexcept as otherwise specifically set forth herein, the Original Contractremains unmodified and in full force and effect.

 

The Parties agree and intend to be bound bythis Contract for Services, as amendesd.

 

 
| The Client:  |   |   |   |
|--------------|--------|--------|--------|
|         |   |   |   |
| Signed:      |   |   | Dated: |   |
|         |   |   |   |   |
|         |   |   |   |   |
| The Company: |   |   |   |   |
|         |   |   |   |   |
| Signed:      |   |   | Dated: |   |

 

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