FIRST AMENDMENTTOASSIGNMENTAGREEMENT
This FirstAmendmenttoAssignmentAgreement("Amendment1') isenteredinto asofOctober 1,2012 (the "Effective Date") by and between 800 COMMERCEInc., a Floridacompany having its principa l place ofbusiness at 477South Rosemary Avenue Suite 203, WestPalm Beach,Fl 33401 ("800Commerce") and PAYVENTURES LLC, aFlorida companyhaving its principal place of businessat750Park ofCommerce Blvd., Suite310, Boca Raton, FL 33487 ("Payventures" ) .
WHEREAS 800Commerce andPayventures entered intothat certainAssignemnt Agreement datedasofAugust 1,2012(the"Agreement"), and 800 Commerce and Payventures desire to amend certain terms of the Agreement;
NOW, THEREFOREthe partiesagreetoamend theAgreementasfollows:
1. Incorporation.Each capitalizedtermnototherwisedefinedinthis Amendmentwillhave thedefinition ascribed to such term in the Agreement. Except as expressly modified inthis A mendment, all terms and provisions ofthe Agreementwillremainunchangedand in full force and effect .
2. AssignmentofMerchantAccounts.The assignmentbyPayventures ofFifty(50%) ofPayventures' rights to receive residual pay ments from the TFX merchant account isterminated as of the Effective Dateof this Amendment. As ofthe EffectiveDate of thisAmendment, Payventures a ssigns to 800Commerce Thirty (30%) percent of Payventures' rightstoreceive residual payments from the S imple Mobile merchant ac count, andsuch account shallhenceforth be the Ass igned Customer under the Agreement. Payventures shallremain the primary agentof recordwithall rights to deal withthe Assigned Customer.
3. CompleteAmendment;Modification; Conflicts.Theterms and conditions ofthisSecondAmend ment representthe entire agreement between 800 Commerce andPayventures with respect tothe matters addressed in this Amendment. No deviation from the printed terms of this Amend ment, nor anychange or modificatio n of this Amendment,willbe validunless the sameis in writing and duly executed by 800 Commer ce and Payventures. To the extentatermorconditionof thisAmendmentconflicts w ith any termor condition of the Agreement, the term or condition set forth in this Amendment will control.
IN WITNESSWHEREOF, thisAmendmentis executedby dulyauthorized officersof theparties andshallbe effective as of the Effective Date.
Name: MichaelG. Park
Title: President