ex103.htm


    Exhibit
10.3

    
 

    AMENDMENT
TO

    CLASS
J COMMON STOCK PURCHASE WARRANT

    OF

    KESSELRING
HOLDING CORPORATION (F/K/A OFFLINE CONSULTING, INC.)

    


    THIS
AMENDMENT TO CLASS J COMMON STOCK PURCHASE WARRANT OF KESSELRING HOLDING
CORPORATION (F/K/A OFFLINE CONSULTING, INC.) (this “Amendment”), dated as
of January 1, 2009 is made by and between Kesselring Holding Corporation (f/k/a
Offline Consulting, Inc.), a Delaware corporation (the “Issuer”), and the
holder (the “Holder”) of that
certain Warrant No. J-07-01 issued to the Holder on May 18, 2007, a copy of
which is attached hereto as Exhibit A (the “Warrant”).

    


    WHEREAS, the Issuer and the Holder
desire to amend certain provisions of the Warrant as described
herein.

    


    NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties intending to be legally bound, hereby agree as follows:

    


    1.           Capitalized Terms.
Capitalized terms used, but not defined, herein, shall have the meanings
ascribed to such terms in the Warrant.

    


    2.           Amendment to Warrant;
Exercise Price.   The first paragraph of the Warrant shall
be deleted in its entirety and replaced with the following:

    


    THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies
that, for value received, VISION OPPORTUNITY MASTER FUND LTD. (the “Holder”), is
entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after the date hereof (the
“Initial Exercise
Date”) and on or prior to the close of business on December 31, 2012 (the
“Termination
Date”) but not thereafter, to subscribe for and purchase from Kesselring
Holding Corporation (f/k/a Offline Consulting, Inc.), a Delaware corporation
(the “Company”), up to
three million ninety one thousand nine hundred fifty nine shares (on a post
forward split basis) (the “Warrant Shares”) of
Common Stock, $.0001 par value per share, of the Company (the “Common
Stock”).

    


    3.           Further Assurances.
From and after the date of this Amendment, upon the request of a Holder or the
Issuer, each of the Issuer and the Holders shall execute and deliver such
instruments, documents and other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Amendment.

    


    4.           Board Resolutions.
Prior to the signing of this Amendment, the Issuer shall have provided the
Holder with a certified copy of the resolutions of the Board of Directors (or if
the Board of Directors takes action by unanimous written consent, a copy of such
unanimous written consent containing all of the signatures of the members of the
Board of Directors) of the Issuer, authorizing the execution, delivery and
performance of this Amendment.

    


    5.           Ratification. Except
as expressly amended hereby, all of the terms, provisions and conditions of the
Warrants are hereby ratified and confirmed in all respects by each party hereto
and, except as expressly amended hereby, are, and hereafter shall continue, in
full force and effect.

    


    6.           Entire Agreement.
This Amendment and the Warrants constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede all prior and
contemporaneous agreements and understandings, both written and oral, between
the parties with respect thereto.

    


    7.           Amendments.  No
amendment, supplement, modification or waiver of this Amendment shall be binding
unless executed in writing by all parties hereto.

    


    8.           Counterparts.  This
Amendment may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute but
one contract. Each party shall be entitled to rely on a facsimile or emailed
(.pdf) signature of any other party hereunder as if it were an
original.

    


    9.           Governing
Law.  This Amendment shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to any of the conflicts of law principles which would result in the
application of the substantive law of another jurisdiction.

    


    10.           Successors and
Assigns. This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.

    


    11.           Effective Date. The
effective date of this agreement shall be January 1, 2009.

    


    [the
remainder of the page has been intentionally left blank]

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    


    IN WITNESS WHEREOF, the parties have
executed this Amendment as of the date first above written.

    


     

     

    
      
        
          	 	The Issuer:	 
	 	KESSELRING HOLDING
      CORPORATION.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Kenneth
      C. Craig	 
	 	 	Kenneth
      C. Craig	 
	 	 	
                  Chief
      Executive Officer

                	 
	 	 	 	 


        

      

    

     

    
      
        
          	 	The Holder:	 
	 	VISION OPPORTUNITY
      MASTER FUND, LTD.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Adam
      Benowitz	 
	 	 	Adam
      Benowitz	 
	 	 	Director	 
	 	 	 	 


        

      

    

     

     

     

     

     

     

     

     

    2