ex101to8k06113_02132009.htm


    Exhibit
10.1


    


    


    February
13, 2009

    


    Dieter
Esch

    


    Brad
Krassner

    


    Wilhelmina
International Ltd.

    


    Wilhelmina
Acquisition Corp.

    


    Wilhelmina
Film & TV Productions LLC

    


    Wilhelmina
Licensing LLC

    


    Wilhelmina
Artist Management LLC

    


    Wilhelmina
- Miami, Inc.

    


    Stockholders
of Wilhelmina – Miami, Inc.

    


    Lorex
Investment AG

    


    Krassner
Family Investments Limited Partnership

    


    Sean
Patterson

    


    Re:           Agreement
Regarding Calculation of WAM EBITDA and Wilhelmina Miami EBITA

    


     

    Gentlemen:

    


    Reference
is made to the Agreement, dated as of August 25, 2008 (the “Agreement”), by and
among New Century Equity Holdings Corp., Wilhelmina Acquisition Corp.,
Wilhelmina International Ltd. and its affiliates and, inter alia, the
undersigned (together, the “Parties”).  Capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed to such terms
in the Agreement.

    


    The
Parties hereby agree that, effective as of the date hereof, the Agreement is
hereby amended as follows:

    


    
      	
              (a)

            	
              All
      references in Section 2.8(a)(i) and Section 2.8(b)(i) to the “third
      anniversary of the Closing Date” shall be changed to  “December
      31, 2012”.

            


    

    


    
      	
              (b)

            	
              All
      references in Section 2.8(a)(ii), Section 2.8(b)(ii) and Section 2.8(c)
      (which contains 2 such references) to “the Closing Date, the first
      anniversary of the Closing and the second anniversary of the Closing Date”
      shall be changed to “January 1, 2009, January 1, 2010 and January 1,
      2011”.

            


    

    


    
      	
              (c)

            	
              The
      definition of “Closing Net Asset Adjustment” shall be modified to include,
      at the end of the first sentence thereof (i.e., following “minus (e) the Term Loan
      Amount”): “minus
      (f) Pre-Closing 2009 WAM/Miami Cash”.  The parties understand
      and agree that illustrative Schedule 1.33 does not include the foregoing
      additional offset.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        Wilhelmina
In

        Page
2

        February
13, 2009

         

         

      

    

    
      	
              (d)

            	
              The
      following definition shall be added to Article I in the Agreement: “Pre-Closing
      2009 WAM/Miami Cash” shall mean cash received by any Wilhelmina
      Transferred Company that is attributable to EBITDA (a) earned on or prior
      to the Closing Date and (b) that is or would be (in the reasonable
      judgment of Purchaser) included for purposes of calculating the WAM
      Earnout or the Miami Earnout.”

            


    

    


    Except as
specifically amended hereby, the Agreement shall remain in full force and
effect.

    


    This
letter amendment may be executed in counterparts and by the Parties in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which together shall constitute one and the same
instrument.  This letter amendment may be executed and delivered by
telecopier or other facsimile transmission with the same force and effect as if
the same were a fully executed and delivers original manual
counterpart.  This letter amendment shall be governed by and construed
in accordance with the laws of the State of New York without giving effect to
any choice or conflict of law provision or rule (whether of the State of New
York or any other jurisdiction) that would cause the application of the laws of
any other jurisdiction other than the State of New York.

    


    


    Please
indicate your agreement by signing below.

    


    Sincerely.

    


    
      	 
      	 
      	 
      
	
              NEW
      CENTURY EQUITY HOLDINGS CORP.

            	 
      	
              WILHELMINA
      ACQUISITION CORP.

            
	 
      	 
      	 
      
	
              By:

            	/s/
      John Murray	 
      	
              By:

            	/s/
      Evan Stone
	
              Title:

            	Chief
      Financial Officer	 
      	
              Title:

            	Vice
      President
	
              Date:

            	February
      13, 2009	 
      	
              Date:

            	February
      13, 2009


    

    


    [Additional Signature Pages
Follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        Wilhelmina
In

        Page
2

        February
13, 2009

         

      

    

    [Additional
Signature Pages to Letter Agreement Regarding Calculation of

    WAM
EBITDA and Wilhelmina Miami EBITDA]

    


    Agreed
to:

    


    
      
        
          
            
              
                
                  
                    	
                            KRASSNER
      FAMILY INVESTMENTS LIMITED PARTNERSHIP

                          	 
      	
                            WILHELMINA
      – MIAMI, INC.

                          
	 
      	 
      	 
      
	
                            By: 

                          	KRASSNER INVESTMENTS,
      INC.,	 	 	 
	
                             

                          	
                            its
      General Partner

                          	 
      	
                            By:

                          	
                            
                              /s/
      Sean Patterson

                            

                          
	 
      	 
      	 
      	
                            Title:

                          	
                            
                              President

                            

                          
	
                            
                              By:

                            

                          	
                            
                              /s/
      Brad Krassner

                            

                          	 
      	
                            Date:

                          	
                            
                              February
      13, 2009

                            

                          
	
                            
                              Title:

                            

                          	
                            
                              
                                President

                              

                            

                          	 
      	 
      
	
                            Date:

                          	
                            February
      13, 2009 

                          	 	 


                  

                

              

            

          

        

      

    

    
 

    
      
        	
                
                  /s/
      Dieter Esch

                

              	 
      	
                WILHELMINA
      FILM & TV PRODUCTIONS LLC

              
	
                Dieter
      Esch, in his individual capacity and on behalf of certain other
      shareholders of Wilhelmina – Miami, Inc. pursuant to a power of attorney
      granted to him

              	 
      	
                By:

              	
                
                  /s/
      Sean Patterson

                

              
	 
      	
                Title:

              	
                
                  President

                

              
	
                Date:

              	
                
                  February
      13, 2009

                

              	 
      	
                Date:

              	
                
                  February
      13, 2009

                

              


      

    

     

     

    
      
        
          	
                  
                    /s/
      Brad Krassner

                  

                	 
      	
                  
                    /s/
      Sean Patterson

                  

                
	
                  Brad
      Krassner

                	 
      	
                  Sean
      Paterson

                
	
                  Date:

                	
                  
                    February
      13, 2009

                  

                	 
      	
                  Date:

                	
                  
                    February
      13, 2009

                  

                


        

      

    

    


    


    
      	
              LOREX
      INVESTMENTS AG

            	 
      	
              WILHELMINA
      LICENSING LLC

            
	 
      	 
      	 
      
	
              By:

            	
              
                /s/
      Peter Marty

              

            	 
      	
              By:

            	
              
                /s/
      Sean Patterson

              

            
	
              Title:

            	
              
                Board
      of Directors

              

            	 
      	
              Title:

            	
              
                President

              

            
	
              Date:

            	
              
                February
      13, 2009

              

            	 
      	
              Date:

            	
              
                February
      13, 2009

              

            


    

    


    


    
      	
              WILHELMINA
      INTERNATIONAL LTD.

            	 
      	
              WILHELMINA
      ARTIST MANAGEMENT LLC

            
	 
      	 
      	 
      
	
              By:

            	
              
                /s/
      Sean Patterson

              

            	 
      	
              By:

            	
              
                /s/
      Sean Patterson

              

            
	
              Title:

            	
              
                President

              

            	 
      	
              Title:

            	
              
                President

              

            
	
              Date:

            	
              
                February
      13, 2009

              

            	 
      	
              Date:

            	
              
                February
      13, 2009