Exhibit 10.47
[Letterhead of Navigator Management Ltd.]
VIA FACSIMILE (000) 000-0000
Attn: Xxxxx Xxxxxx, President
IMAGING DIAGNOSTIC SYSTEMS, INC.
0000 X.X. 18th Court
Plantation, FL 33313
Re: Amendment to Amended Private Equity Credit Agreement, dated as of
November 30, 2000 (the "Agreement")
Dear Xx. Xxxxxx:
This letter confirms our mutual agreement to amend the Agreement, as of
November 15, 2001, solely with respect to the following provisions:
(1) The definition of Commitment Period is hereby deleted and a new
definition of "COMMITMENT PERIOD" is inserted to read as follows: "
COMMITMENT PERIOD" shall mean the period commencing on (a) the
Effective Date or (b) such earlier date as the Company and Investor
shall agree, and expiring on the earlier to occur of (i) the date on
which Investor shall have purchased Put Shares pursuant to this
Agreement for an aggregate Purchase Price of the Maximum Commitment
Amount, (ii) the date this Agreement is terminated pursuant to Section
2.5, or (iii) the date occurring thirty six (36) months from the date
of commencement of the Commitment Period.
(2) Section 7.2 (k) is hereby deleted and a new Section 7.2 (k) is inserted
to read as follows: MINIMUM BID PRICE AND WEIGHTED AVERAGE VOLUME. The
average of the Bid Prices and the Weighted Average Volume for the
fifteen (15) Trading Days immediately preceding each of the Put Notice
and the Closing Date, shall have equaled or exceeded $.25 and $50,000
respectively (as adjusted for stock splits, stock dividends, reverse
stock splits, and similar events).
(3) The Company shall promptly prepare, file and use its best efforts to
cause to become effective such amendments to any existing Registration
Statement as may be necessary or appropriate to reflect the foregoing.
(4) As hereby modified and amended, the Transaction Documents remain in
full force and effect.
If the foregoing accurately sets forth out understanding, please sign below and
return an executed copy.
Yours sincerely,
Charlton Avenue LLC
/s/ Xxxxxx xx Xxxxxx Xxxxx Xxxxxx
Navigator Management Ltd
Director
AGREED TO AND ACCEPTED:
IMAGING DIAGNOSTIC SYSTEMS, INC.
/s/ Xxxxx X. Xxxxxx
By: Xxxxx X. Xxxxxx, President
