FIRST AMENDMENT TO


AMENDED AND RESTATED LOAN AGREEMENT







THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT made as of the 28th day of March, 2011 ("First Amendment") by and between IMAGE METRICS, INC., a Nevada corporation with an address and principal place of business at 1918 Main Street, 2nd Floor, Santa Monica, California 90945 (the "Borrower"), IMAGE METRICS, LTD., a company incorporated and registered in England and Wales with number 4098216 whose registered office is at 2nd Floor, Park Gate, 25 Milton Park, Oxford, OX14 4SH (the "Guarantor") and the lenders identified on Exhibit A (each a "Lender" and, collectively, the "Lenders").







BACKGROUND







A.           Borrower, Guarantor and certain of the Lenders (the "Existing Lenders") are parties to that certain Amended and Restated Loan Agreement dated as of December 22, 2010 (the "Existing Loan Agreement"), pursuant to which certain of the Lenders agreed to lend up to $5,286,306.25 to Borrower to fund Borrower's general working capital requirements.







B.           Guarantor agreed to guarantee Borrower's obligations under the Existing Loan Agreement.







C.           The Existing Lenders, and certain additional Lenders who are parties to this First Amendment, have agreed to increase the amount of the Loan to $7,100,000, in exchange for which the Borrower and Guarantor have agreed to modify the terms of the Loan as set forth herein.







AGREEMENTS







NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower, Guarantor and Lenders agree as follows:







1.           Defined Terms.  Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Existing Loan Agreement.







2.           Amendments to Existing Loan Agreement.  The Existing Loan Agreement is hereby amended as follows:


 




  





  











  






 



	
  

	
(a)

	
Section 1.1 shall be amended by the substitution of the phrase "Seven Million One Hundred Thousand US Dollars ($7,100,00.00)" for the phrase "Five Million Two Hundred Thousand US Dollars ($5,286,306.25)".







 



	
  

	
(b)

	
Section 1.2 shall be amended by the substitution of the date "July 31, 2011" for the date "March 1, 2011" appearing on the fifth line thereof.







 



	
  

	
(c)

	
Section 1.11(a) shall be amended by the substitution of "seven and one-half percent (7.5%)" for "five percent (5%)" appearing on the fourth line thereof, such that the Revenue Incentive Payment shall be equal to seven and one-half percent (7.5%) of the Net Sales Revenue received by Borrower (or any Borrower Affailiate) from, arising out of or in connection with a Sale of Borrower's Facemail Product during the Measuring Period.







 



	
  

	
(d)

	
Section 1.13 shall be deleted in its entirety, and the following substituted therefor:







 


The Borrower may not prepay the principal balance of the Loan without the written consent of all of the Lenders, which consent may be granted or withheld in the Lenders' sole and absolute discretion.


 



	
  

	
(e)

	
Exhibit A attached hereto shall be substituted for Exhibit A of the Existing Loan Agreement, and each of the Lenders identified thereon shall be Lenders for all purposes under the Loan Agreement.







 



	
  

	
(f)

	
Exhibit B attached hereto shall be substituted for Exhibit B of the Existing Loan Agreement.







 


3.           The New Lenders agree to be bound by the Existing Loan Agreement, as modified by this First Amendment.


 


4.           Except as specifically modified by this First Amendment and subject to the terms hereof, the Existing Loan Agreement shall remain in full force effect as a binding agreement among the Borrower, Guarantor and the Lenders.


 



	  	  	
BORROWER


	
WITNESS:

	  	
IMAGE METRICS, INC.


	  	  	  
	
  

	  	
By:

	
  


	  	  	  	
Name:


	  	  	  	
Title:







 




  





  











  






 



	  	  	
GUARANTOR


	  	  	
IMAGE METRICS, LTD.


	  	  	  	  
	
  

	  	
By:

	
   


	  	  	  	
Name:


	  	  	  	
Title:


	  	  	  	  
	  	  	
LENDERS


	  	  	  	  
	
   

	  	
  


	  	  	
Marie-Rose Kahane


	  	  	  	  
	  	  	
KIEF HOLDINGS


	  	  	  	  
	
   

	  	
By:

	
   


	  	  	  	
Name:


	  	  	  	
Title:


	  	  	  	  
	
   

	  	
   


	  	  	
Patricia Kahane


	  	  	  	  
	
   

	  	
   


	  	  	
Peter Norris


	  	  	  	  
	  	  	
CASPLA HOLDINGS


	  	  	  	  
	
   

	  	
By:

	
   


	  	  	  	
Name:


	  	  	  	
Title:







 




  





  











  






 


EXHIBIT A







Schedule of Lenders








	
NAME

	 	
ADDRESS

	 	
PRINCIPAL AMOUNT

	 
	 	 	 	 	 	 	 
	
Marie-Rose Kahane

	 	
Chesa Carla, Glassa de las Barrieras 17, 8505 Celerina, Switzerland

	 	$	2,986,306.25	 
	 	 	 	 	 	 	 
	
Kief Holdings

	 	
163 Penang Road, 02-01, Winsland House II, Singapore 238483

	 	$	250,000.00	 
	 	 	 	 	 	 	 
	
Patricia Kahane

	 	
Chesa Fachin, 7505 Celerina, Switzerland

	 	$	475,000.00	 
	 	 	 	 	 	 	 
	
Peter Norris

	 	
Manor Farm House


Oakley Road Brill


Buckinghamshire, HP18


9SL, United Kingdom

	 	$	150,000.00	 
	 	 	 	 	 	 	 
	
Caspla Holdings

	 	
P.O. Box 58


1 Grenville Street


St. Helier, Jersey JE4 9PF

	 	$	1,350,000.00