Consent and Waiver Amendment

1.  

Certificate of Designations. (a)  The Certificate of Designations shall be amended as set forth in Exhibit A hereto within two business days after the date hereof so that the Dividend Rate (as defined in the Certificate of Designations) shall be 20% effective as of the closing for the SPA (as defined in the Waiver Agreement) and the definition of Breach Event included in the Certificate of Designations shall be revised as set forth in the Waiver Agreement.  The parties agree that no further changes shall be made to the Certificate of Designations based upon the negotiations referred to in Section 3 of the Waiver Agreement.  In the event that the Company does not redeem on a pro rata basis for cash at least $2,206,000 in Stated Value (as defined in the Certificate of Designations) of the Series C Preferred Stock on or before October 31, 2012, then the parties shall negotiate in good faith until November 15, 2012 relating to changes to the Certificate of Designations and other related matters that the parties may wish to agree upon in order to protect the interest of the holders of Series C Preferred Stock and shall file the amended Certificate of Designations within two weeks thereafter.  If the Company and a majority in interest of the Series C Preferred Stock are unable to agree upon revised terms by November 15, 2012, the Company shall file an amendment to the Certificate of Designations no later than close of business on November 15, 2012 to provide that the Conversion Value shall be equal to the lower of (i) the Conversion Value then in effect, (ii) $1.20 per share or (iii) the closing price of the Common Stock on October 31, 2012 (in each case subject to the continuing antidilution provisions contained in the Certificate of Designations).

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617,284 shares issued to Macrosolve in conjunction with acquisition of Illume Mobile assets and  up to 100,000 shares in conjunction with future earn outs related to this transaction.

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Up to 200,000 shares underlying options issued to Nicholas Toms and/or Ralph Hubregsen in conjunction with their 2012 compensation plans.  Such options to be issued at a price to exceed $1.20 strike price and to be issued before March 31st, 2013.

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the issuance of securities pursuant to this Agreement.

2.  

Issuance of Common Stock.  In consideration of the agreements set forth herein, the Company shall issue to the holders of Series C Preferred Stock a number of shares of Common Stock calculated as set forth in Exhibit B hereto.

3.  

Full Force and Effect.   Except as expressly and specifically set forth herein, this Agreement shall not be deemed to be a waiver, amendment or modification of any provisions of the Waiver Agreement, Exchange Agreement, Certificate of Designations, the Investor Rights Agreement or the Advisory Services Agreement or any right, power or remedy of Sigma or constitute a waiver of any provision of these Agreements or Certificate of Designations (except to the extent expressly and specifically herein set forth), or any other document, instrument and/or agreement executed or delivered in connection therewith and any other agreement to which the parties to this Agreement may be parties to, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder.

4.  

Counterparts.  This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to any other party, it being understood that all parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were an original thereof.

5.  

Governing Law.  This Agreement will be governed by and interpreted in accordance with the laws of the State of New York without giving effect to the rules governing the conflicts of law.

6.  

Amendments.  This Agreement and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

7.  

Severability.   The invalidity or unenforceability of any provision hereof will in no way affect the validity or enforceability of any other provision.

8.  

Expenses.  The reasonable costs and reasonable expenses (including legal fees) incurred by Sigma Opportunity Fund or Sigma Advisors in connection with this Agreement and the transactions contemplated hereby shall be paid by the Company promptly after demand therefor.