Exhibit 10.2


 


AMENDMENT
NO. 1 TO CONTRACT FOR SERVICES


 


This Amendment No.1 to Contract for Services (“Amendment
No. 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 its
subsidiary companies and or any associated companies known hereinafter as “the
Client”) of the one part, and


 


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


 


Recitals


 


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


 


The Client is considering entering into a
Securities 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 the
Client’s common stock by the Purchaser.


 


The Client and the Company desire to amend the
Original Contract, upon the terms and subject to the conditions hereinafter set
forth 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 this
Amendment No. 1 have the respective meanings ascribed to them in the
Original Contract.


 


2.               The Original Contract is hereby amended as follows:


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


3.               The Original Contract is amended mutatis  mutandis
to reflect the modifications set forth herein. Except for the foregoing and
except as otherwise specifically set forth herein, the Original Contract
remains unmodified and in full force and effect.


 


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


 


 


	
  The Client:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
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  The Company:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed:

  	
   

  	
   

  	
  Dated: