EXHIBIT 10.4
FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT
This Amendment ("Amendment") amends that certain Note and Warrant Purchase
Agreement (the "Agreement") dated as of August 25, 1998, and executed by Eco
Soil Systems, Inc., in favor of the purchasers listed in the Schedule A
attached thereto as follows:
1. The phrases "or the IB Credit Agreement" is hereby inserted immediately
after the phrase "the Credit Agreement" in each of the places it appears in
Section 13.2.
2. The following new definition is hereby added, alphabetically, to
Section 14 to read in its entirety as follows:
"IB CREDIT AGREEMENT" that certain agreement entitled "Credit
Agreement," dated as of December 7, 1998, by and between the Company and
Imperial Bank, as amended from time to time."
3. Except as provided above, the Agreement remains unchanged.
4. This Amendment is effective as of December 7, 1998, and the parties
hereby confirm that the Agreement as amended is in full force and effect.
ECO SOIL SYSTEMS, INC.
By: /s/
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Title:
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ALBION ALLIANCE MEZZANINE FUND, L.P.
By Albion Alliance L.L.C.
Its General Partner
By: /s/
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Title:
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PARIABAS CAPITAL FUNDING LLC
By: /s/ [ILLEGIBLE]
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Title:
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