ex102.htm

Exhibit 10.2


    AMENDMENT
TO

    CLASS
A COMMON STOCK PURCHASE WARRANT

    OF

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

    


    THIS
AMENDMENT TO CLASS A 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. A-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 sentence of Section 2(b) of
the Warrant shall be deleted in its entirety and replaced with the following:
“The exercise price of the Common Stock under this Warrant shall be $0.01, subject to
adjustment hereunder (the “Exercise Price”).”

    


    3.           Amendment to Warrant;
Section 2(d). Section 2(d) of the Warrant shall be deleted in its
entirety and replaced with the following:

    


    “7. Exercise Limitations;
Holder’s Restrictions. Notwithstanding anything to the contrary set forth
in this Warrant, at no time may a Holder of this Warrant exercise this Warrant
if the number of shares of Common Stock to be issued pursuant to such exercise
would exceed, when aggregated with all other shares of Common Stock owned by
such Holder and its affiliates at such time, the number of shares of Common
Stock which would result in such Holder and its affiliates beneficially owning
(as determined in accordance with Section 13(d) of the Securities Exchange Act
of 1934 and the rules thereunder) in excess of 9.9% of the then issued and
outstanding shares of Common Stock; provided, however, that upon
a holder of this Warrant providing the Issuer with sixty-one (61) days notice
(the "Waiver Notice") that such Holder would like to waive this Section 2(d)
with regard to any or all shares of Common Stock issuable upon exercise of this
Warrant, this Section 2(d) will be of no force or effect with regard to all or a
portion of the Warrant referenced in the Waiver Notice; provided, further, that the
Holder may waive this provision at any time during the sixty-one (61) days
immediately preceding the expiration of this warrant, but no such waiver will be
effective until the last day of the Term of this Warrant.”

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    4.           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.

    


    5.           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.

    


    6.           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.

    


    7.           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.

    


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

    


    9.           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.

    


    10.           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.

    


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

    


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

    


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


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    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	 
	 	 	 	 


        

      



     

     

     

     

     

     

    
 3