Exhibit 10.39
MODIFICATION AGREEMENT
THIS MODIFICATION AGREEMENT ("this Agreement") is executed
as of December 31, 2004, among DCI USA, Inc., a Delaware
corporation ("DCI USA"); Direct Capital Investments, Ltd., an
Israeli company ("Parent"); and Apros and Chay MB Ltd., an
Israeli company ("Borrower").
RECITALS
A. Borrower entered into a loan agreement ("the Loan
Agreement"; capitalized terms used herein not otherwise defined
shall have the meanings ascribed to such terms in the Loan
Agreement) with DCI USA dated December 13, 2004, pursuant to
which Borrower borrowed $96,000 from DCI USA and granted Borrower
certain pledges and a warrant in connection with said loan.
B. Parent lend Borrower the aggregate sum of $60,000 which
was disbursed to Technoprises Ltd. on behalf of Borrower.
C. Parent desires to assign to DCI USA the right to receive
from Borrower aforementioned amount and DCI USA desires to accept
such assignment on the terms and conditions contained in this
Agreement.
NOW, THEREFORE, for good and valuable consideration, all of
the parties agree as follows:
1. Principal and Interest. The parties hereby agree that as
of the date hereof the $60,000 shall be due and payable from
Borrower to DCI USA. Interest shall accrue on the $60,000 at the
annual rate of ten percent (10%) commencing on December 31, 2004.
The principal and accrued interest thereon shall be due and
payable on December 13, 2005. Amounts owing hereunder may be
prepaid by Borrower at any time.
2. Modification of Loan Agreement. Borrower hereby agrees
that its obligations hereunder shall be secured by the pledges
described in Section 1.2 of the Loan Agreement. The last sentence
of Section 1.3 of the Loan Agreement is hereby deleted in its
entirety.
3. Warrant. As a result of the transactions described
herein, Borrower hereby grants DCI USA an additional warrant to
purchase 600,000 shares of Borrower at any time after the date
hereof until the close of business on December 13, 2005,
provided, however, that DCI USA, in its sole discretion, shall
have the right to extend such time for an additional 6 months.
The purchase price per share of the Borrower shall be ten cents
($0.10). In the event that the Borrower shall at any time
subdivide the outstanding shares of common stock, or shall issue
a stock dividend on the outstanding common stock, the warrant
exercise price in effect immediately prior to such subdivision or
the issuance of such dividend shall be proportionately decreased,
and in the event that the Borrower shall at any time combine the
outstanding shares of its common stock, the warrant exercise
price in effect immediately prior to such combination shall be
proportionately increased, effective at the close of business on
the date of such subdivision, dividend or combination as the case
may be.
4. Loan Agreement. Nothing contained hereinabove shall
be deemed to affect in any way any other term or condition of the
Loan Agreement not explicitly set forth herein. All the other
provisions of the Loan Agreement are hereby incorporated herein
by reference and made a part of this Agreement, including without
limitation, Articles IV and V.
IN WITNESS WHEREOF, the parties undersigned have executed
this Agreement as of the date appearing on the first page of this
Agreement.
DCI USA, INC.
By: /s/ Xxxxx Xxxxxxxxxx
APROS & CHAY MB LTD.
By: /s/ Xxxx Xxxx
DIRECT CAPITAL INVESTMENTS, LTD.
By: /s/ Xxxxx Xxxxxxxxxxx
