AMENDMENT DATED DECEMBER 15,2009 TO PRIVATE PLACEMENT AGREEMENT DATED JULY 20, 2009 BETWEENREGISTRANT AND DIRECT ACCESS PARTNERS, LLC DirectAccess Partners, LLC 14 WallStreet 18thFloor New York,NY 10005 ###-###-####

 

9.

The term “Offering” shall also include the Company’s offering of up to 1,000,000 shares  ($5.00 per share) pursuant to Regulation E (the “Regulation E Offering”) under the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended.   The Regulation E Offering has no minimum and a maximum of $5,000,000.

10.

The term “Offering Materials” shall include the Company’s Form 1-Es and Offering Circulars filed with the Securities and Exchange Commission, and distributed to prospective investors, for the Regulation E Offering.

11.

Section 2 shall be amended to provide that the Placement Agent shall receive a cash fee of ten percent (10%) of any shares of Common Stock purchased by investors in the Regulation E Offering and placed by the Placement Agent.

12.

Reference is made to Section 3 of the Agreement with respect to the Term.  The Term of the Agreement with respect to the Regulation E Offering shall terminate on the earliest to occur of (x) the termination of the Regulation E Offering and (y) the date that the Placement Agent and the Company mutually agree in writing to terminate the Placement Agent’s participation in the Regulation E Offering.