SECOND AMENDMENT TO DONALD E. STOUTS MEMBERSHIP TO THE BOARD OF DIRECTORS OF AUGME TECHNOLOGIES, INC.

Exhibit 10.20

SECOND AMENDMENT TO

DONALD E. STOUT’S MEMBERSHIP TO

THE BOARD OF DIRECTORS

OF AUGME TECHNOLOGIES, INC.

The Agreement dated January 4, 2011 between Donald E. Stout and Augme Technologies, Inc. (“Augme” or the “Company”) is hereby amended:

The language enclosed below shall be added to Mr. Stout’s Agreement as part of Mr. Stout’s compensation package:

·                  you will receive one-percent (1%) Transaction Fee for your participation in the realization of the monetization of the Company’s intellectual property either through: a) a settlement agreement; b) license agreement (except for licenses entered into in the ordinary course of the Company’s business); or c) asset sale during the period of directorship and extending six months thereafter.

IN WITTNESS WHEREOF, the parties have executed this Second Amendment to Donald E. Stout’s Membership to the Board of Directors of Augme Technologies, Inc. as of November 28, 2011.