Exhibit 10.1
ADVANCE AGREEMENT
This Advance Agreement, dated as of September 11, 2006, shall serve to
make an advance under the Securities Purchase Agreement (the "Agreement"), dated
as of March 14, 2006, by and among Cyber Defense Systems, Inc., a Florida
corporation, with its headquarters located at 00000 Xxxxxxxxx Xxxxxxxxx, Xx.
Xxxxxxxxxx, XX 00000, and each of the Buyers set forth in the Agreement.
1. The undersigned parties hereby agree to advance $200,000 pursuant to
Section 4(l) of the Agreement to provide that the Buyers will fund $200,000 of
the subsequent investment referred to in that section on the date hereof, with
the remaining $300,000 to be funded as provided in the Agreement.
2. All other provisions of the Agreement shall remain in full force and
effect.
[Signature Page Follows]
ACCEPTED AND AGREED:
September 11, 2006
CYBER DEFENSE SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Chief Executive Officer and President
AJW PARTNERS, LLC
By: SMS Group, LLC
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Manager
AJW OFFSHORE, LTD.
By: First Street Manager II, LLC
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW Manager, LLC
By: /s/ Xxxxx X. Xxxxxxxx
----------------------
Xxxxx X. Xxxxxxxx
Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLC
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Manager
