AMENDMENT TO
                          AGREEMENT AND PLAN OF MERGER

          THIS  AMENDMENT  is made as of  November  30,  2001 by and  among  New
Systems,  Inc., a Nevada  corporation  ("New Systems"),  New Tremor  Acquisition
Corp., a California corporation ("Acquisition"),  and Tremor Entertainment Inc.,
a California  corporation  ("Tremor").  New Systems,  Acquisition and Tremor are
referred to collectively herein as the "Parties."

          WHEREAS,  the  undersigned  are  the  only  parties  to  that  certain
Agreement  and Plan of Merger  dated as of August 21,  2001,  among New Systems,
Acquisition and Tremor (as amended from time to time, the "Agreement"); and

          WHEREAS, the date of mailing by New Systems to its stockholders of its
Information  Statement on Schedule 14C previously  filed with the Securities and
Exchange  Commission  pursuant to Regulation 14C promulgated  under the Exchange
Act of 1934, as amended (the  "Exchange  Act"),  was delayed until  November 12,
2001; and

          WHEREAS, the date of mailing by New Systems to its stockholders of its
Information  Statement on Schedule 14f-1  previously filed with the SEC pursuant
to Rule 14f-1 promulgated under the Exchange Act, was delayed until November 30,
2001; and

          WHEREAS,  as a result of the foregoing,  the Parties now wish to amend
the  Agreement to modify and clarify  certain  provisions of the  Agreement,  as
provided herein.

          NOW,  THEREFORE,  in  consideration of the foregoing and the covenants
and agreements herein contained,  and intending to be legally bound hereby,  the
parties hereby agree:

          1. Section  2.06 of the  Agreement  pertaining  to the Closing Date is
     amended [italics] by deleting the outside date by which the Merger is to be
     consummated  from "November 30, 2001" and substituting  therefor  "December
     12, 2001."

          2. Section  9.1(a)(2) of the Agreement  pertaining to terminating  the
     Agreement  is amended  [italics]  by deleting the outside date by which the
     Closing  shall have  occurred  from  "November  30, 2001" and  substituting
     therefor "December 12, 2001."

          3.  Upon  completion  of  the  Merger,  each  of the  following  named
     individuals,  constituting the current directors and/or officers of Tremor,
     shall be appointed  and/or elected,  as the case may be, to the position(s)
     set forth opposite his or her name; it being hereby acknowledged and agreed
     by the Parties  that the change of control of the board of directors of New
     Systems  contemplated  by the Merger  upon the  resignation  of the current
     board of directors shall be effective subject to expiration of the ten (10)
     day  statutory



     waiting period beginning on the later of the date of the filing by New
     Systems of its Information Statement with the SEC pursuant to Rule 14f-1
     promulgated by the SEC under the Exchange Act or the date of mailing of
     such Information Statement to the stockholders of New Systems.

                 Name                       Position Title
                 -----------------          -----------------

                 Steven Oshinsky            Director and Chairman of the Board,
                                            President and Chief Executive
                                            Officer

                 Karl Flowers               Director

                 Martin Eric Weisberg       Director and Secretary

                 Roderick B. Barr           President - Games Division

                 Karen L. Benson            Vice President of Finance &
                                            Administration and Assistant
                                            Secretary

                 Brennan Kelly              Chief Technology Officer

          4. All capitalized  terms not otherwise  defined herein shall have the
     meaning ascribed to such term in the Agreement.

          5. The  Agreement,  as so amended by this  Amendment,  remains in full
     force and effect.

          6. This Amendment may be executed in one or more counterparts,  and by
     the different parties hereto in separate  counterparts,  each of which when
     so  executed  shall be deemed  to be an  original,  but all of which  taken
     together shall constitute one and the same agreement.


                           [SIGNATURE PAGE TO FOLLOW]


                                       2


          IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as
of the date first above written.

                                        NEW SYSTEMS, INC.


                                        By:/s/ Norman Becker
                                           -------------------------------------
                                        Name:   Norman Becker
                                        Title:  President


                                        NEW TREMOR ACQUISITION CORP.


                                        By:/s/ Norman Becker
                                           -------------------------------------
                                        Name:  Norman Becker
                                        Title: President


                                        TREMOR ENTERTAINMENT INC.


                                        By:/s/ Steven Oshinsky
                                           -------------------------------------
                                        Name:  Steven Oshinsky
                                        Title: President


          [SIGNATURE PAGE - AMENDMENT TO AGREEMENT AND PLAN OF MERGER]


                                       3