SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

BIDZ.COM, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

8883T200

(CUSIP Number)

Kia Jam

Glendon Group, Inc.

2425 Colorado Boulevard, Suite B-205

Santa Monica, California 90404

(310) 828-6767

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copy to:

Law Offices of Aaron A. Grunfeld

1100 Glendon Avenue, Suite 850

Los Angeles, California 90024

(310) 788-7577

November 21, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   8883T200
	1	Name of Reporting Person Glendon Group, Inc.
	2	Check the Appropriate Box if a Member of a Group:
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds PF/OO
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 500,000
			8	Shared Voting Power 8,317,134
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 8,317,134
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,317,134
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  o
	13	Percent of Class Represented by Amount in Row 11 45.445%*
	14	Type of Reporting Person CO

* Based on 18,299,992 shares of common stock outstanding as reported by Issuer in its Form 10-Q filed on November 9, 2012.

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CUSIP No.   8883T200
	1	Name of Reporting Person Kia Jam
	2	Check the Appropriate Box if a Member of a Group:
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds PF/OO
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 8,317,134
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 8,317,134
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,317,134
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  o
	13	Percent of Class Represented by Amount in Row 11 45.449%*
	14	Type of Reporting Person IN

* Based on 18,299,992 shares of common stock outstanding as reported by Issuer in its Form 10-Q filed on November 9, 2012.

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CUSIP No.   8883T200
	1	Name of Reporting Person David Zinberg
	2	Check the Appropriate Box if a Member of a Group:
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds PF
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power
			8	Shared Voting Power 2,898,134
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 2,898,134
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,898,134
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row 11 15.837%*
	14	Type of Reporting Person IN

* Based on 18,299,992 shares of common stock outstanding as reported by Issuer in its Form 10-Q filed on November 9, 2012.

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CUSIP No.   8883T200
	1	Name of Reporting Person Marina Zinberg
	2	Check the Appropriate Box if a Member of a Group:
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds PF
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 3,365,604
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 3,365,604
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,365,604
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o
	13	Percent of Class Represented by Amount in Row 11 18.391%*
	14	Type of Reporting Person IN

* Based on 18,299,992 shares of common stock outstanding as reported by Issuer in its Form 10-Q filed on November 9, 2012.

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CUSIP No.   8883T200
	1	Name of Reporting Person Weston Capital Management LLC
	2	Check the Appropriate Box if a Member of a Group:
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds WC/PF
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 0
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row 11 0
	14	Type of Reporting Person IV/PN

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CUSIP No.   8883T200
	1	Name of Reporting Person Albert Hallac
	2	Check the Appropriate Box if a Member of a Group:
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF/PF
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 0
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  o
	13	Percent of Class Represented by Amount in Row 11 0
	14	Type of Reporting Person IN

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CUSIP No.   8883T200
	1	Name of Reporting Person Saied Aframian
	2	Check the Appropriate Box if a Member of a Group:
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds PF
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power
			8	Shared Voting Power 1,553,396
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 1,553,396
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,553,396
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row 11 8.489%*
	14	Type of Reporting Person IN

* Based on 18,299,992 shares of common stock outstanding as reported by Issuer in its Form 10-Q filed on November 9, 2012.

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PRELIMINARY STATEMENT AND EXPLANATORY NOTE

This Amendment No. 1 amends and supplements the Schedule 13D originally filed by the Reporting Persons on May 30, 2012. The Company held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”) on September 27, 2012. At the Annual Meeting the Merger Agreement was adopted by holders of a majority of outstanding shares of common stock and was also adopted by the holders of a majority of the unaffiliated shareholders as reported by the Company in its Form 8-K as filed with the Commission on October 2, 2012.

Since the Annual Meeting Date, Glendon has not closed the Merger. On October 2, 2012, October 4, 2012, October 11, 2012, and October 16, 2012 the Company announced that it was granting Glendon extensions to close the Merger. On November 6, 2012, the Company filed an action entitled Bidz.com, Inc. v. Glendon Group, Inc. et al in the Court of Chancery of the State of Delaware. The suit requests specific performance against the defendants to close the Merger. Please see Forms 8-K filed by the Company with the Commission on October 2, 2012, October 4, 2012, October 11, 2012, October 16, 2012 and November 7, 2012, each of which is incorporated herein by this reference.

In order to seek to close the Merger, in or about early November, 2012, Parent and Mr. Zinberg approached  Mr. Sam [Saied] Aframian with a request that he agree to contribute the shares of Company common stock beneficially owned by him to Glendon Group, which would result in Glendon Group increasing its ownership share and would reduce the amount of cash necessary for Glendon Group to fund to complete the Merger.  Mr. Aframian, Parent, Mr. Zinberg and Ms. Zinberg, have entered into an  Amended and Restated Contribution Agreement as of November 21, 2012 (the “Amended Contribution Agreement”). By this agreement  Mr. Aframian agreed to  contribute 1,553,399 shares of Company common stock beneficially owned by him in exchange for shares of common stock of Parent.

The total shares subject to the Amended Contribution Agreement represent in the aggregate about 45.449% of Common Stock outstanding, based on 18,299,992 shares of common stock outstanding as reported by the Company in its Form 10-Q filed on November 9, 2012. These agreements terminate upon any termination of the Merger Agreement and in certain other circumstances as set forth in the Amended Contribution Agreement, a copy of which is filed as Exhibit 5 to this Amendment No. 1. The Company is not a signatory to the Contribution Agreement or to the Amended Contribution Agreement.

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Item 1.         Security and Issuer.

This report on Schedule 13D (the “Report”) pertains to the common stock, par value $0.001 per share (“Common Stock”), of Bidz.com, Inc., a Delaware corporation (the “Company”). The Company’s principal executive offices are located at 2400 Marine Avenue, Redondo Beach, California 90278.

Item 2.         Identity and Background.

(a)-(c)— The names of persons filing this Statement (collectively, the “Reporting Persons”) are: (1) Glendon Group, Inc/Kia Jam, (2) David Zinberg, (3) Marina Zinberg, (4) Weston Capital Management LLC, (5) Albert Hallac, and (6) Saied Aframian.

Mr. Kia Jam is Chief Executive Officer, President and Director of Glendon Group, Inc and Bidz Acquisition Company, Inc. He is President and Chief Executive Officer of K. Jam Media, an independent media company with interests in production, distribution, post-production and film property acquisition.

Mr. Zinberg is Chief Executive Officer of the Company.

Ms. Zinberg is the sister of David Zinberg and a principal shareholder of the Company.

Weston Capital Management LLC is an alternative investment firm.

Mr. Hallac is a founder and Chairman of Weston Capital Management LLC.

Mr. Aframian is a principal of LAJ, Inc., a Los Angeles based wholesaler of gold and diamonds and vendor/supplier to the Company.

The principal business address for Kia Jam, for Parent and for Merger Subsidiary is 2425 Colorado Boulevard, Suite B-205, Santa Monica, California 90404.

The principal business address for David Zinberg is c/o Bidz.com, Inc., 2400 Marine Avenue, Redondo Beach, California 90278.

The principal business address for Marina Zinberg is c/o Bidz.com, Inc., 2400 Marine Avenue, Redondo Beach, California 90278.

The principal business address for Weston and Albert Hallac is 767 3rd Avenue, 25th Floor, New York, New York 10017.

The principal business address for Saied Aframian is 640 South Hill Street, Suite 354, Los Angeles, California 90014.

(d)-(e) During the last five years no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

During the last five years no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each individual who is a Reporting Person is a citizen of the United States of America. Glendon Group, Inc., Bidz Acquisition Company, Inc., and Weston are organized under the laws of the State of Delaware.

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Item 3.         Source and Amount of Funds or Other Consideration.

Please see disclosures contained above under “Preliminary Statement and Explanatory Note” and those set forth below in Item 4 with respect to all Reporting Persons.

Item 4.         Purpose of Transaction.

As described and set forth above in “Preliminary Statement and Explanatory Note, the Company has entered into an Agreement and Plan of Merger, dated as of May 17, 2012 (the “Merger Agreement”), with Glendon Group, Inc., a Delaware corporation (“Parent”), and Bidz Acquisition Group, Inc., a Delaware corporation and, wholly-owned subsidiary of Parent (“Merger Subsidiary”). The Merger Agreement provides that Merger Subsidiary will be merged with and into the Company, with the Company continuing as the surviving corporation in such merger as, wholly-owned subsidiary of Parent (the “Merger”), and that each issued and outstanding share of Common Stock of immediately prior to the effective time of the Merger (other than shares owned by Parent, Merger Subsidiary or any other subsidiary of Parent or the Company and shares owned by stockholders who have perfected and not withdrawn a demand for appraisal rights under Delaware law) will automatically be canceled and converted in the Merger into the right to receive $0.78 per share in cash, without interest. The Merger Agreement and the Merger are described in greater detail in the Current Report on Form 8-K filed by the Company on May 18, 2012. Since the Annual Meeting Date, Parent has not closed the Merger. On October 2, 2012, October 4, 2012, October 11, 2012, and October 16, 2012 the Company announced that it was granting Parent extensions to close the Merger. On November 6, 2012, the Company filed an action entitled Bidz.com, Inc. v. Glendon Group, Inc. et al in the Court of Chancery of the State of Delaware. The suit requests specific performance against the defendants to close the Merger. Please see Forms 8-K filed by the Company with the Commission on October 2, 2012, October 4, 2012, October 11, 2012, October 16, 2012 and November 7, 2012, each of which is incorporated herein by the reference.

In connection with the Merger Agreement, David Zinberg and Marina Zinberg entered into a contribution agreement (the “Contribution Agreement”) with Parent pursuant to which they agreed to contribute, in the aggregate, approximately 6,763,738   shares of the Company’s Common Stock owned by them in exchange for equity interests in Parent in lieu of receiving the cash merger consideration for such shares, which has been amended and restated as described above. In order to seek to close the Merger, in or about early November 2012, Parent and Mr. Zinberg requested that  Mr. Sam [Saied] Aframian, agree to contribute the shares of Company common stock beneficially owned by him to Glendon Group, which would result in Glendon Group increasing its ownership share and would reduce the amount of cash necessary for Glendon Group to fund to complete the Merger.  Mr. Aframian, Parent, Mr. Zinberg and Ms. Zinberg, have entered into an  Amended and Restated Contribution Agreement as of November 21, 2012 (the “Amended Contribution Agreement”). By this agreement  Mr. Aframian agreed to  contribute 1,553,399 shares of Company common stock beneficially owned by him in exchange for shares of common stock of Parent. The total shares subject to the Amended Contribution Agreement represent in the aggregate about 45.449% of Common Stock of the Company based on 18,299,992 shares of Common Stock outstanding as reported by the Company in its Form 10-Q filed on November 9, 2012. The Amended Contribution Agreement automatically terminates upon the termination of the Merger Agreement or the occurrence of certain other events. Accordingly, these Reporting Persons are deemed to be a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended.

After the completion of the Merger, the Company will cease to be a publicly held company.

The foregoing descriptions of the Merger Agreement and the Amended Contribution Agreement  are summaries only and are qualified in their entirety by reference to the full text of such agreements, which were or are being filed as Exhibits to this Statement and are hereby incorporated herein by reference.

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Item 5.         Interest in Securities of the Issuer.

(a) Collectively, the Reporting Persons beneficially own 8,317,134 shares of Common Stock representing 45.449%% of the outstanding shares of Common Stock (based on 18,299,992 shares of Common Stock outstanding as reported by the Company in its Quarterly Report on Form 10-Q, filed  November 9, 2012), comprised as follows:

(i)  Glendon directly owns of record 500,000 shares of Common Stock, representing 2.73% of the outstanding shares of Common Stock.

(ii)   Mr. Zinberg directly owns of record 2,898,134 shares of Common Stock, representing 15.837% of the outstanding shares of Common Stock.

(iii)   Ms. Zinberg directly owns 3,365,604 shares of Common Stock, representing about 18.391% of the outstanding shares of Common Stock.

(iv)  Saied Aframian directly owns 1,553,396 shares of Common Stock, representing 8.489% of the outstanding shares of Common Stock.

The Reporting Persons, to the extent they are deemed to be a “group,” may be deemed to beneficially own all of the shares of Common Stock beneficially owned by the other Reporting Persons. Weston disclaims beneficial ownership of shares of Common Stock that are or may be owned directly by other Reporting Persons and further disclaims that it is part of a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended.

No Reporting Person has effected any transactions in the Company’s Common Stock in the last sixty (60) days.

Item 6.         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The descriptions of the Merger Agreement, the Contribution Agreement and the Voting Agreement contained in Item 4, above, are hereby incorporated by reference.

Item 7.         Materials to be Filed as Exhibits.

The following documents are included or incorporated as exhibits to this Statement:

1.Joint Filing Agreement among the Reporting Persons *

2.Agreement and Plan of Merger, dated May 17, 2012, by and among Glendon Group. Inc., Bidz Acquisition Company, Inc., and Bidz.com, Inc. *

3.Contribution Agreement, dated May 17, 2012, by and among Glendon Group, Inc., David Zinberg and Marina Zinberg *.

4.Voting Agreement, dated May 17, 2012, by and among Glendon Group, Inc., David Zinberg and Marina Zinberg *.

5.Amended and Restated Contribution Agreement.

*Previously filed

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SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 21, 2012

/s/ Kia Jam

By: Kia Jam, President*

Glendon Group, Inc. and individually

/s/ David Zinberg by Kia Jam

David Zinberg*

/s/ Marina Zinberg by Kia Jam

Marina Zinberg*

/s/ Albert Hallac by Kia Jam

Albert Hallac*

Weston Capital Management LLC

/s/ Albert Hallac by Kia Jam

By: Albert Hallac, Chief Executive Officer*

/s/ Saied Aframian

By: Saied Aframian

* By power of attorney granted in Joint Filing Agreement.

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EXHIBIT INDEX

Exhibit 5Amended and Restated Contribution Agreement.

EX-5

Exhibit 5

AMENDED AND RESTATED CONTRIBUTION AGREEMENT

THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (together with all exhibits and schedules hereto, and as amended, modified or supplemented from time to time, this “Amended and Restated Agreement”) is made as of this day of November 21, 2012, by and among David Zinberg (“D Zinberg”) and Marina Zinberg (“M Zinberg” and collectively, the “Prior Contributing Stockholders”) and Sam Aframian (“S Aframian” and, collectively with the Prior Contributing Stockholders,  the “Contributing Stockholders”), on the one hand, and Glendon Group, Inc., a Delaware corporation (the “Parent”), on the other hand.

RECITALS

A.          D Zinberg, M Zinberg and Parent have previously entered into that certain Contribution Agreement, dated as of May 17, 2012 (the “Original Agreement”);

B.            Concurrently with the execution of the Original Agreement, Parent, Bidz Acquisition Company, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and BIDZ.com, Inc., a Delaware corporation (the “Company”), entered into that certain Agreement and Plan of Merger, dated as of May 17, 2012 (as amended from time to time, the “Merger Agreement”), pursuant to which, among other things, (i) Merger Sub shall merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of the Parent (the “Surviving Corporation”), and (ii) the stockholders of the Company (other than the Parent or any Subsidiary thereof) will receive cash in exchange for their shares of common stock, par value $0.001 per share, of the Company (“Bidz Common Stock”);

C.            As a condition and inducement to the Parent entering into the Merger Agreement, concurrently with the execution and delivery of the Original Agreement, the Prior Contributing Stockholders entered into that certain Voting Agreement (as amended from time to time, the “Voting Agreement”), by and between such Prior Contributing Stockholders, on the one hand, and Parent, on the other, pursuant to which the Prior Contributing Stockholders agreed to vote all shares of Bidz Common Stock beneficially owned by them in favor of the adoption of the Merger Agreement and approval of the Merger, subject to the terms and conditions of the Voting Agreement;

D.            As a condition and inducement to the Parent entering into the Merger Agreement, the Prior Contributing Stockholders agreed to contribute to the Parent, immediately prior to the effective time of the Merger (the “Effective Time”), all shares of Bidz Common Stock beneficially owned by them as of immediately prior to the Effective Time, in exchange for shares of common stock, par value $0.001 per share, of the Parent ( “Parent Common Stock”), on the terms and subject to the conditions set forth herein;

E.            The Prior Contributing Stockholders, along with Parent, now desire to amend and restate the Original Agreement, as forth herein, to add S Aframian as a Contributing Stockholder;

AGREEMENT

NOW THEREFORE, in consideration of the foregoing premises, and the  mutual covenants

contained in this Amended and Restated Agreement, the parties hereto agree as follows:

1. Interpretation of this Amended and Restated Agreement.

(a) Defined Terms.  Capitalized Terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

(b) Interpretation. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in masculine, feminine or neuter gender shall include the masculine, feminine and the neuter.

2. Contribution of Bidz Common Stock; Issuance of Shares.

(a) Contribution of Bidz Common Stock.  Immediately prior to (but subject to) the Effective Time, the Contributing Stockholders shall contribute, assign and transfer to the Parent, and the Parent shall accept, all shares of Bidz Common Stock directly or indirectly beneficially owned by the Contributing Stockholders at such time, as set forth opposite each Contributing Stockholder’s name on Exhibit A hereto (the “Contributed Shares”), free and clear of all liens, claims, encumbrances and restrictions of any kind whatsoever.  The Contributing Stockholders covenant and agree that while this Amended and Restated Agreement remains in effect, they will not to sell, pledge, transfer or assign the Contributed Shares to any Person, nor subject the Contributed Shares to any liens, claims or encumbrances of any kind whatsoever, in each case which reasonably could prevent or delay the contribution of the Contributed Shares upon the terms and subject to the conditions in this Amended and Restated Agreement.

(b) Issuance of Shares. In consideration for each Contributing Stockholder’s contribution of the Contributed Shares to the Parent pursuant to Section 2(a), the Parent shall issue the number of shares of Parent Common Stock as set forth opposite each Contributing Stockholder’s name on Exhibit A hereto (the “Shares”), free and clear of any liens, claims, encumbrances and restrictions of any kind whatsoever.

(c) Representations and Warranties of the Parent. The Parent hereby represents and warrants to the Contributing Stockholders as follows:

(i) Organization; Power and Authority. The Parent is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Parent has full corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it.  Before giving effect to the transactions contemplated herein, the Parent does not and will not have any Subsidiaries (other than Merger Sub), and does not and will not beneficially own, directly or indirectly, any Bidz Common Stock or any capital stock or other equity interests in any other Person, other than any beneficial ownership arising solely by virtue of the terms of the Voting Agreement and this Amended and Restated Agreement.

(ii) Authorization of Transaction; Agreement Binding. The Parent has full corporate power and authority to execute and deliver, and to perform its obligations under, this Amended

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and Restated Agreement. This Amended and Restated Agreement constitutes the valid and legally binding obligation of the Parent, enforceable against the Parent in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency or similar laws which affect creditors’ rights generally.

(iii) No Conflict. The execution, delivery and performance of this Amended and Restated Agreement by the Parent does not and will not violate, conflict with, or result in a breach of or default under (A) the Parent’s or the Merger Sub’s certificate of incorporation or bylaws; (B) any applicable law, order, judgment or decree; or (C) any agreement, contract, understanding, mortgage, indenture or other obligation to which the Parent or Merger Sub is a party or by which any of their respective assets or properties are or may be bound.

(d) Representations and Warranties of the Contributing Stockholders. Each Contributing Stockholder hereby represents and warrants to the Parent as follows:

(i) Capacity. The Contributing Stockholder has full capacity to execute and deliver, and to perform such Contributing Stockholder’s obligations under, this Amended and Restated Agreement.

(ii) Agreement Binding. This Amended and Restated Agreement constitutes the valid and legally binding obligation of the Contributing Stockholder, enforceable in accordance with its terms.

(iii) Acquisition for Investment. Upon the contribution of the Contributed Shares to the Parent described herein, Contributing Stockholder will acquire the Shares for investment purposes only, solely for such Contributing Stockholder’s account and not with a view to or for sale in connection with any distribution thereof in violation of the federal securities laws, applicable state securities laws or this Amended and Restated Agreement.

(iv) Accredited Investor. Each Contributing Stockholder is (and as of immediately prior to the Effective Time will be) an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act.

(v) Title to Contributed Shares. Each Contributing Stockholder owns (and as of immediately prior to the Effective Time will own) the Contributed Shares set forth opposite such Contributing Stockholder’s name on Exhibit A hereto, free and clear of any liens, claims, encumbrances and restrictions of any kind whatsoever which reasonably could prevent or delay the contribution of the Contributed Shares upon the terms and subject to the conditions in this Amended and Restated Agreement.

3. Termination. This Amended and Restated Agreement and the obligation of the Contributing Stockholders to contribute the Contributed Shares will terminate automatically and immediately upon the earliest to occur of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms, (c) the date of any Adverse Recommendation Change under the Merger Agreement, or (d) the termination of the Voting Agreement in accordance with the terms thereof.

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4. Severability. Whenever possible, each provision of this Amended and Restated Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amended and Restated Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Amended and Restated Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained in this Amended and Restated Agreement.

5. Complete Agreement. This Amended and Restated Agreement embodies the complete agreement and understanding among the parties with respect to its subject matter and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, relating to the subject matter of this Amended and Restated Agreement.

6. Counterparts. This Amended and Restated Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. Any telecopied or PDF signature shall be deemed a manually executed and delivered original.

7. Successors and Assigns. This Amended and Restated Agreement shall bind and inure to the benefit of and be enforceable by the Contributing Stockholders, the Parent, and their respective successors and permitted assigns and, where applicable, heirs and personal representatives.  This Amended and Restated Agreement may not be assigned by any party hereto without the prior written consent of each other party hereto and the consent of the Special Committee of the Board of Directors of the Company which shall be deemed a third party beneficiary hereof entitled to enforce the same.

8. Choice of Law; Jurisdiction. This Amended and Restated Agreement shall be governed and construed in accordance with the laws of the state of Delaware without regard to the conflicts of laws principles thereof and all questions concerning the validity and construction of this Amended and Restated Agreement shall be determined in accordance with the laws of such state. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF DELAWARE IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDED AND RESTATED AGREEMENT AND HEREBY IRREVOCABLY AGREES, ON BEHALF OF ITSELF AND ON BEHALF OF SUCH PARTY’S SUCCESSOR’S AND ASSIGNS, THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION SUCH PERSON MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.

9. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Amended and Restated Agreement is likely to involve complicated and

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difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or relating to this Amended and Restated Agreement, or any of the transactions contemplated by this Amended and Restated Agreement. Each party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each party understands and has considered the implications of this waiver, (iii) each party makes this waiver voluntarily and (iv) each party has been induced to enter into this Amended and Restated Agreement by, among other things, the mutual waivers and certifications expressed above.

10. Remedies. Each of the parties to this Amended and Restated Agreement will be entitled to enforce its rights under this Amended and Restated Agreement specifically, to recover damages by reason of any breach of any provision of this Amended and Restated Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Amended and Restated Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Amended and Restated Agreement.

11. Amendments and Waivers. No provision of this Amended and Restated Agreement may be amended or waived without the prior written consent or agreement of the Contributing Stockholders and the Parent, and in no circumstance (regardless of whether the parties consent thereto) may the terms or timing of the contribution of the Contributed Shares in exchange for the Shares be changed (and no amendment or waiver of the terms of Section 7 above, this Section 11 or Section 13 below shall be effective) without prior written notice to, and consent of, the Special Committee of the Board of Directors of the Company.  The parties intend and agree that the second sentence of Section 7 above and this Section 11 are for the express benefit of the Company and therefore, notwithstanding Section 13 or anything to the contrary in this Amended and Restated Agreement, the Special Committee of the Board of Directors of the Company shall be entitled to enforce compliance with such provisions in the name and on behalf of the Company as an express third party beneficiary hereof.

12. Business Days. Whenever the terms of this Amended and Restated Agreement call for the performance of a specific act on a specified date, which date falls on a Saturday, Sunday or legal holiday, the date for the performance of such act shall be postponed to the next succeeding regular business day following such Saturday, Sunday or legal holiday.

13. No Third Party Beneficiary. Subject to the second sentence in Section 7 and Section 11, except for the parties to this Amended and Restated Agreement and their respective successors and assigns, nothing expressed or implied in this Amended and Restated Agreement is intended, or will be construed, to confer upon or give any person other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Amended and Restated Agreement.

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IN WITNESS WHEREOF, intending to be legally bound hereby, each of the undersigned has duly executed and delivered this Amended and Restated Contribution Agreement as of the day and year first above written.

GLENDON GROUP, INC.
By:	/s/ Kia Jam
Name:	Kia Jam
Title:	Chief Executive Officer
Address:	2425 Colorado Blvd. Suite B-205 Santa Monica, California 90404
/s/ David Zinberg
DAVID ZINBERG
/s/ Marina Zinberg
MARINA ZINBERG
/s/ Sam Aframian
SAM AFRAMIAN

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EXHIBIT A

CONTRIBUTED SHARES AND SHARES

Contributing Stockholder	Contributed Shares	Parent Shares to be Issued upon Contribution
David Zinberg	2,898,134
Marina Zinberg	3,365,604
Sam Aframian	1,553,396

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