-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TsGODxQpbOTxl/JYS70pWJs9AIXZqpfS+wfGiQE21+IAb5h/DwCo8u0VGAViRJT8 btI2i7OFG1Y2tNAbvkpSdg== 0001144204-05-026485.txt : 20050822 0001144204-05-026485.hdr.sgml : 20050822 20050822083103 ACCESSION NUMBER: 0001144204-05-026485 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050805 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050822 DATE AS OF CHANGE: 20050822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSPIRACY ENTERTAINMENT HOLDINGS INC CENTRAL INDEX KEY: 0001136424 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 870386790 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32427 FILM NUMBER: 051039804 BUSINESS ADDRESS: STREET 1: 350 SOUTH 400 EAST STREET 2: SUITE 105 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 8015326202 MAIL ADDRESS: STREET 1: 350 SOUTH 400 EAST STREET 2: SUITE 105 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 FORMER COMPANY: FORMER CONFORMED NAME: LANCE SYSTEMS INC DATE OF NAME CHANGE: 20010308 8-K 1 v024505_8-k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2005 Conspiracy Entertainment Holdings, Inc. (Exact name of registrant as specified in its charter) Utah 000-32427 87-0386790 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 612 Santa Monica Boulevard, Santa Monica, CA 90401 (Address of principal executive offices) (zip code) (310) 260-6150 (Registrant's telephone number, including area code) Copies to: Marc J. Ross, Esq. Sichenzia Ross Friedman Ference LLP 1065 Avenue of the Americas New York, New York 10018 Phone: (212) 930-9700 Fax: (212) 930-9725 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement. On August 5, 2005 and August 8, 2005, two accredited investors loaned Conspiracy Entertainment Holdings, Inc. (the "Company") an aggregate of $223,600 in gross proceeds in exchange for two notes payable. The notes bear no interest and are due February 1, 2006. Under the terms of the loans, the Company agreed to share 50% of the profit earned from the development, production and commercialization of the videogame originally released under the name `Kollon' in Japan by Cyberfront Corporation on the Sony PSP platform. The notes were issued in a private placement transaction exempt from registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. In connection with the August 5, 2005 and August 8, 2005 loans, the Company entered into an agreement amending (the "Amendment") the terms of the Securities Purchase Agreements (the "Purchase Agreements") dated as of August 31, 2004 and January 31, 2005, which are described in the Company's Forms 8-K filed with the SEC on September 3, 2004 and February 15, 2005. Pursuant to the Amendment, the Company re-affirmed all representations and warranties contained in the Purchase Agreements and all covenants and conditions in the Purchase Agreements were adopted and renewed. In addition, the $223,600 principal amount notes payable were added to the Security Interest Agreements executed in connection with the Purchase Agreements. The conversion price of the debentures issued in connection with the Purchase Agreements was amended to be the lesser of $0.05 or 70% of the average of the five lowest closing bid prices for the Company's common stock for the 30 trading days prior to a conversion date. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. See Item 1.01. Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description - -------------------------------------------------------------------------------- 4.1 Form of promissory note 4.2 Amendment, Modification and Consent to Transaction Documents Agreement dated August 8, 2005 among Conspiracy Entertainment Holdings, Inc. and the Lenders under certain Securities Purchase Agreements with the Company dated as of August 31, 2004 and January 31 2005. 1 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Conspiracy Entertainment Holdings, Inc. Dated: August 22, 2005 By: /s/ Keith Tanaka ----------------------- Name: Keith Tanaka Title: Chief Financial Officer 2 EX-4.1 2 v024505_ex4-1.txt THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CONSPIRACY ENTERTAINMENT HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. NOTE FOR VALUE RECEIVED, CONSPIRACY ENTERTAINMENT HOLDINGS, INC., a Utah corporation (hereinafter called "Borrower"), hereby promises to pay to _________________________, ____________________, (the "Holder") or order, without demand, the sum of One Hundred and Eleven Thousand Eight Hundred Dollars ($111,800.00), on February 1, 2006 (the "Maturity Date"). This Note has been entered into pursuant to the terms of a Amendment, Modification and Consent Agreement between the Borrower and the Holder and other recipients of secured Notes similar to this Note, dated of even date herewith (the "Amendment"), and shall be governed by the terms of such Amendment. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Amendment. The following terms shall apply to this Note: ARTICLE I GENERAL PROVISIONS 1.1 Payment Grace Period. The Borrower shall have a five (5) business day grace period to pay any monetary amounts due under this Note, after which grace period a default interest rate of fifteen percent (15%) per annum shall apply to the amounts owed hereunder. 1.2 Repayment. The Note and all sums due hereunder shall be payable in full on the Maturity Date; provided, that if an Event of Default has occurred (whether or not such Event of Default is continuing), the Borrower may not pay this Note without the consent of the Holder until the later of the Maturity Date or until one year after the Event of Default has been cured. 1.3 Lender's Contribution. These funds are provided as the Lender's contribution to a joint venture arrangement with the Borrower in connection with the Borrower's development, production and commercialization of the videogame originally released under the name `Kollon' in Japan by Cyberfront Corporation on the Sony PSP platform ("Puzzle Game Venture"). 1.4 Borrower's Profits. In consideration of Lender's contribution to the Puzzle Game Venture, Borrower shall pay the Lender in addition to the repayment of the Principal, Lender's Proportionate Share of fifty percent (50%) of the profit earned by Borrower on the Puzzle Game Venture, up to a maximum of Three Hundred Thousand Dollars ($300,000) ("Borrower's Profits") for all Lenders who receive Notes pursuant to the Amendment. Borrower's Profits is defined as follows: Unit cost of $15.75 less manufacturing and license fee not to exceed in the aggregate $8.00 per unit. ARTICLE II EVENT OF DEFAULT The occurrence of any of the following events of default ("Event of Default") shall, at the option of the Holder hereof, make all sums of principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, upon demand, without presentment, or grace period, all of which hereby are expressly waived, except as set forth below: 2.1 Failure to Pay Principal or Interest. The Borrower fails to pay any installment of principal, interest or other sum due under this Note when due and such failure continues for a period of five (5) business days after the due date. The five (5) business day period described in this Section 2.1 is the same five (5) business day period described in Section 1.1 hereof. 2.2 Breach of Covenant. The Borrower breaches any material covenant or other term or condition of the Subscription Agreement or this Note in any material respect and such breach, if subject to cure, continues for a period of ten (10) business days after written notice to the Borrower from the Holder. 2.3 Breach of Representations and Warranties. Any material representation or warranty of the Borrower made herein, in the Subscription Agreement, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made and a Closing Date. 2.4 Receiver or Trustee. The Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed. 2.5 Judgments. Any money judgment, writ or similar final process shall be entered or filed against Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of thirty (30) days. 2.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against the Borrower and if instituted against Borrower are not dismissed within 45 days of initiation. 2.7 Cross Default. A default by the Borrower of a material term, covenant, warranty or undertaking of any other agreement to which the Borrower and Holder are parties, including the Amendment and Transaction Documents, or the occurrence of a material event of default under any such other agreement which is not cured after any required notice and/or cure period. ARTICLE III SECURITY INTEREST 3. Security Interest/Waiver of Automatic Stay. This Note is secured by a security interest granted to the Holder pursuant to Security Interest Agreements, as delivered by Borrower to Holder as security for repayment of principal Borrower's Profit and any sums due hereunder. The Borrower acknowledges and agrees that should a proceeding under any bankruptcy or insolvency law be commenced by or against the Borrower, or if any of the Collateral (as defined in the Security Agreement) should become the subject of any bankruptcy or insolvency proceeding, then the Holder should be entitled to, among other relief to which the Holder may be entitled under the Amendment and any other agreement to which the Borrower and Holder are parties (collectively, "Loan Documents") and/or applicable law, an order from the court granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder to exercise all of its rights and remedies pursuant to the Loan Documents and/or applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, THE BORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW. The Borrower hereby consents to any motion for relief from stay that may be filed by the Holder in any bankruptcy or insolvency proceeding initiated by or against the Borrower and, further, agrees not to file any opposition to any motion for relief from stay filed by the Holder. The Borrower represents, acknowledges and agrees that this provision is a specific and material aspect of the Loan Documents, and that the Holder would not agree to the terms of the Loan Documents if this waiver were not a part of this Note. The Borrower further represents, acknowledges and agrees that this waiver is knowingly, intelligently and voluntarily made, that neither the Holder nor any person acting on behalf of the Holder has made any representations to induce this waiver, that the Borrower has been represented (or has had the opportunity to he represented) in the signing of this Note and the Loan Documents and in the making of this waiver by independent legal counsel selected by the Borrower and that the Borrower has discussed this waiver with counsel. ARTICLE IV MISCELLANEOUS 4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available. 4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to the Borrower to: Conspiracy Entertainment Holdings, Inc.,612 Santa Monica Blvd, Santa Monica, California 90401, Attn: Sirus Ahmadi, CEO, telecopier: (310) 260-6150, and (ii) if to the Holder, to the name, address and telecopy number set forth on the front page of this Note, with a copy by telecopier only to Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York 10176, telecopier number: (212) 697-3575. 4.3 Amendment Provision. The term "Note" and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented. 4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns. 4.5 Cost of Collection. If default is made in the payment of this Note, Borrower shall pay the Holder hereof reasonable costs of collection, including reasonable attorneys' fees. 4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state of New York. Both parties and the individual signing this Agreement on behalf of the Borrower agree to submit to the jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. 4.7 Maximum Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower. 4.8 Redemption. This Note may not be redeemed or called without the consent of the Holder. [THIS SPACE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an authorized officer as of the ____ day of August, 2005. Conspiracy Entertainment Holdings, Inc. By: -------------------------------- WITNESS: - -------------------------------------- EX-4.2 3 v024505_ex4-2.txt AMENDMENT, MODIFICATION AND CONSENT TO TRANSACTION DOCUMENTS AGREEMENT Agreement made this ____ day of August, 2005 ("Amendment") among Conspiracy Entertainment Holdings, Inc., a Utah corporation (the "Company"), and the signators hereto who are Lenders under certain Securities Purchase Agreements with the Company dated as of August 31, 2004 ("First Closing Date") and January 31 2005 ("Second Closing Date") (each a "Lender" and collectively "Lenders"). For good and valuable mutual consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. All capitalized terms herein shall have the meanings ascribed to them in the Securities Purchase Agreements and related documents ("Transaction Documents"). 2. The Company and the Lenders hereby agree to deem the Transaction Documents amended to reflect the additional Purchase Price ("Additional Purchase Price") as set forth on Schedule A hereto. Purchase Price shall mean the aggregate of the Purchase Price in connection with the First Closing Date and Second Closing Date and the Additional Purchase Price. 3. An additional Closing (the "Subsequent Closing") shall take place on or before August___, 2005 (the "Subsequent Closing Date") in connection with the Additional Purchase Price and the Notes to be issued in connection therewith (the "Notes") (a form of which has been approved by the Company and Lenders), upon satisfaction of all conditions to Closing set forth in this Amendment. The Notes to be delivered on the Subsequent Closing Date are included in the definition of "Securities" in the Transaction Documents. 4. All the representations, warranties and undertakings made by the Company in the Transaction Documents as of the First Closing Date and Second Closing Date are hereby made by the Company as of the Subsequent Closing Date, as if such representations, warranties and undertakings were also made and given on the Subsequent Closing Date. 5. All of the covenants and conditions set forth in the Transaction Documents are hereby adopted and renewed by the Company as of and for the Subsequent Closing Date. 6. On or before the Subsequent Closing Date, the Company will deliver to the Lenders the Notes issued as of the Subsequent Closing Date in the amounts set forth on Schedule A hereto in connection with the Additional Purchase Price. Thereafter each Lender will deliver its Additional Purchase Price to the Company pursuant to wire instructions delivered by the Company to lenders. The Subsequent Closing Date will be the date the Lenders give instructions for the Additional Purchase Price to be transmitted to Company. 7. The Conversion Price of the Debentures issued on or about the First Closing Date and Second Closing Date for each of the Lenders, Stonestreet Limited Partnership, Whalehaven Fund Limited and Whalehaven Capital LP, is hereby amended to be the lesser of $0.05 or seventy percent (70%) of the average of the five lowest closing bid prices for the Company's Common Stock as reported by Bloomberg, L.P. for the thirty (30) trading days prior to a Conversion Date. 8. The Maturity Date of the Notes to be issued on the Subsequent Closing Date will be February 1, 2006. 9. In connection with the Additional Purchase Price, Palladium Capital Advisors, LLC, will receive $5,000 and 200,000 restricted Shares of Common Stock within five days after the next meeting of the Company's shareholders. The cash fee will be payable on the Subsequent Closing Date by the Company. 1 10. The attorney for the Lenders will receive legal fees from the Company of $_____ which will be payable on the Subsequent Closing Date and held back by Lenders from the Additional Purchase Price. 11. The parties hereto acknowledge and agree that the Security Interest Agreements executed by the Company and Lenders on or about the First Closing Date and Second Closing Date shall relate to the Additional Purchase Price as if such Additional Purchase Price had been paid and released to the Company on the First Closing Date. The obligations arising under the Transaction Documents entered into in connection with the Notes and the Additional Purchase Price are included as a component of the Obligations as defined in the Security Interest Agreements. The Lenders or their agent or a representative are authorized by the Company to file an additional filing or amendment to any and all UCC-1 or UCC-3 Financing Statements filed on behalf of the Lenders. Annexed hereto as Exhibit B is additional information deemed and made a part of Exhibit B to the Security Interest Agreements. 12. As further security for the portion of the Obligations relating to the Note, the Company agrees to irrevocably instruct all of the payors identified on Schedule B hereto to deliver and make all payments payable to the Company by such payors by wire transfer to Alpha Capital Aktiengesellschaft ("Disbursing Agent") at 160 Central Park South, Suite 2701, New York, New York 10019 to : Bank of Nova Scotia Yonge and Bloor Branch 19 Bloor Street West Transit: 91132 Toronto, Ontario, Canada M4W 1A3 Account Name: Alpha Capital 2 Account No.: 476960040614 Swift Code: NOSCCATT The Disbursing Agent will immediately upon the clearance and availability of such funds disburse 65% of all such funds to each Lender in the proportion that each such Lender's Note bears to aggregate Notes of $223,600 ("Proportionate Share") and the balance will be wired to the Company less wire fees, as follows: BANK OF AMERICA Century City Main 2049 Century Park East Los Angeles, CA 90067 ABA: 122000661 SWIFT: BOFAUS 6S Account Name: Conspiracy Entertainment Acct. Number: 07472-06906 Upon receipt of wire, Disbursing Agent will notify Conspiracy of the amount and source. Conspiracy will then submit a request to Disbursing Agent for 35% . If Conspiracy requires more than 35%, Conspiracy will provide a request and explanation in writing, which increase will be subject to Lenders' unanimous reasonable approval.Portions of disbursements to Lenders that derive from each Lender's Proportionate Share of Borrower's Profits (as defined in the Note) will be allocated to Lender's Proportionate Share of Borrower's Profits and the balance to repayment of interest accrued on this Note, if any, and then to reduction of principal of the Note. The Company will notify the Disbursing Agent not later than three days after a disbursement to the Company as to the amount of the payment received by the Disbursing Agent which represents Borrower's Profits and the amount which represents repayment of principal ("Profit Notice"). The Profit Notice must contain calculations supporting the Company's allocations. In the event the Disbursing Agent does not timely receive a Profit Notice, the entire amount delivered to Lenders will be allocated to Lenders Proportionate Share of Borrower's Profits and none to amounts due under the Note. 2 13. The company will instruct every payor of an obligation to the Company including the payors identified on Exhibit C hereto, outstanding on the date hereof and arising after the date of this Amendment to pay any such obligation to the Disbursing Agent to be disbursed in accordance with the terms of this Amendment. A copy of each such instruction letter will be delivered to Grushko & Mittman, P.C., attn: Edward M. Grushko, Esq., to telecopier: (212) 697-3575 not later than three (3) business days after the obligation is incurred. 14. The Company will provide an accounting on the 3rd and 18th day of each month (or the first business day thereafter if such 3rd or 18th day is not a business day) detailing all orders or any other matter which would generate a payment of money to the Company and a copy of the instruction to such new payor (countersigned by the new payor) to pay such obligation to the Disbursing Agent. 15. The Payments to the Disbursing Agent will continue until the Lender's have received all sums due under the Note and their aggregate Proportionate Shares of Borrower's Profits. 16. Any payment received by the Company from any source after the date of this Amendment will be immediately delivered by the company to the Disbursing Agent to be disbursed according to the terms of this Amendment. All such sums will be deemed received and held in trust by the Company on behalf of the Lenders. 17. The Additional Purchase Price will be used by the Company exclusively as follows: $125,000 for further commercialization of the Puzzle Game Venture (as defined in the Note) and up to no more than $40,000 per month for operations. 18. Any failure by the Company to comply with any term of this Amendment shall be an Event of Default under the Transaction Documents and Notes and a material breach of the Company's obligations. 19. The undersigned consent to the amendment of all Schedules, Exhibits and documents including but not limited to the Security Interest Agreements to include the Additional Purchase Price. 20. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. 21. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. 22. The parties hereto agree to expeditiously proceed with the Subsequent Closing. 23. Except as amended hereby all other terms of the Transaction Documents shall remain in full force and effect including but not limited to those terms governing venue, jurisdiction and governing law. [THIS SPACE INTENTIONALLY LEFT BLANK] 3 IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment as of the date first written above. "COMPANY" CONSPIRACY ENTERTAINMENT HOLDINGS, INC., a Utah corporation By: -------------------------------- Its: ------------------------------- "LENDERS": - -------------------------------- --------------------------------- ALPHA CAPITAL AKTIENGSELLESCHAFT WHALEHAVEN CAPITAL FUND, LTD "APPROVED" - -------------------------------- --------------------------------- STONESTREET LIMITED PARTNERSHIP WHALEHAVEN FUND LIMITED - -------------------------------- --------------------------------- WHALEHAVEN CAPITAL LP Acknowledged and Agreed: ALPHA CAPITAL AKTIENGESELLSCHAFT - -------------------------------- Disbursing Agent 4 SCHEDULE A TO AMENDMENT - -------------------------------------------------------------------------------- SUBSCRIBER ADDITIONAL PURCHASE PRICE - -------------------------------------------------------------------------------- ALPHA CAPITAL AKTIENGSELLESCHAFT $111,800.00 Pradafant 7, Furstentums 9490 Vaduz, Liechtenstein Fax: 011-42-32323196 - -------------------------------------------------------------------------------- WHALEHAVEN CAPITAL FUND LIMITED $111,800.00 3rd Floor, 14 Par-La-Ville Road Hamilton HM08, Bermuda Fax: 441 292-1373 - -------------------------------------------------------------------------------- TOTAL $223,600.00 - -------------------------------------------------------------------------------- 5 Exhibit C This Exhibit is intended to update Exhibit B to the Security Interest Agreements. [Describe all receivables included in the Security Interest Agreements as Collateral.] ADDITIONAL INFORMATION RE COLLATERAL, ETC. 1. Bravado International Merchandising Services, Inc. Three (3) payments of $125,000 each, the first payment due now shall be paid to the law firm of Russ, August and Kabat after which legal fees shall be deducted from the payment with the balance wired to the Disbursing Agent. 2. SVG Distribution, Inc. Payments shall consist of profits from re-orders of previously released products. Receivables to date include $10,008 for Seek and Destroy (PS2), $3,780 for American Tail (GBA), and $3,780 Land Before Time (GBA). Products were ordered late July 2005 and payment estimated to be received in September 2005. 6 -----END PRIVACY-ENHANCED MESSAGE-----