Majesco Entertainment Co – ‘10KSB’ for 12/31/99 – EX-10.7

On:  Friday, 4/14/00   ·   For:  12/31/99   ·   Accession #:  912057-0-18277   ·   File #:  333-70663

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Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       38    212K 
 6: EX-10.10    Material Contract                                      7     34K 
 7: EX-10.11    Material Contract                                     69    237K 
 8: EX-10.12    Material Contract                                     26     97K 
 9: EX-10.13    Material Contract                                     55    176K 
10: EX-10.14    Material Contract                                     17     65K 
 2: EX-10.6     Material Contract                                      4     14K 
 3: EX-10.7     Material Contract                                      2     10K 
 4: EX-10.8     Material Contract                                      5     18K 
 5: EX-10.9     Material Contract                                      9     44K 
11: EX-21.1     Subsidiaries of the Registrant                         1      6K 
12: EX-27.1     Financial Data Schedule (Pre-XBRL)                     2      7K 

EX-10.7   —   Material Contract

EX-10.7
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                                                                    Exhibit 10.7

 Warrant Amendment Agreement

    WARRANT AMENDMENT AGREEMENT, (the "Agreement"), dated as of November 16,
1999 by and among ATLANTIS EQUITIES, INC., a New York Corporation ("Atlantis"), 
DYLAN, LLC, a Delaware limited liability company ("Dylan"), and CDBEAT.COM,     
INC., a Delaware corporation ("CDbeat").                                        

WHEREAS, Atlantis is the holder of a stock purchase warrant, dated  
September 23, 1999 (the "Atlantis Warrant"), issued by CDbeat, pursuant to which
Atlantis has the right to purchase (i) 80% of the issued and outstanding voting 
shares of the common stock, par value $.001 per share. of CDbeat, and (ii)      
options exercisable for 762,064 shares of CDbeat stock; and                     

      WHEREAS, Atlantis desires to transfer a portion of the Atlantis Warrant to
Dylan, and Dylan desires to exercise such portion; and                          

      WHEREAS, Atlantis desires to exercise the balance of the Atlantis Warrant;

      NOW, THEREFORE, in consideration of the premises and the respective mutual
agreements, covenants, representations and warranties herein contained, and for 
other good and valuable consideration, the receipt and sufficiency of which     
hereby are acknowledged, the parties agree as follows:                          

  1. Amendment and Exercise of Atlantis Warrant. The Atlantis Warrant is
hereby amended and replaced by two warrants, one of which shall be exercisable  
for 7,037,183 shares of CDbeat Common Stock for an aggregate of $900,000 and    
shall be owned by Dylan, LLC, and the other of which shall be exercisable for   
781,909 shares of CDbeat Common Stock, and options to purchase an aggregate of  
762,064 shares of CDbeat Common Stock exercisable at $2.50 per share, expiring  
December 31, 2000, for an aggregate of $100,000 and shall be owned by Atlantis. 
Both of such warrants are hereby exercised at the closing of the transaction    
contemplated by the Contribution Agreement, dated as of October 29, 1999, as    
amended.                                                                        

      2. Registration Rights. CDbeat acknowledges and agrees that both Dylan and
Atlantis are Holders within the meaning of the Atlantis Warrant entitled to the 
registration rights provided therein.                                           

EX-10.7
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     IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement this
16th day of November, 1999.                                                     

                     ATLANTIS EQUITIES, INC.

             /s/ Nancy Ellin
                           -----------------------------
             By: Nancy Ellin

        DYLAN, LLC

             /s/ Nancy Ellin
                           -----------------------------
             By: Nancy Ellin

              CDBEAT.COM, INC.

               /s/ Joel Arberman
                           -----------------------------
               By: Joel Arberman

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10KSB’ Filing		Date		First		Last			Other Filings
		12/31/00		1					10KSB,  NT 10-K
		4/17/00
Filed on:		4/14/00
For Period End:		12/31/99							NT 10-K
		11/16/99		1					3,  8-K,  8-K/A
		10/29/99		1
		9/23/99		1					3,  8-K
									List all Filings