EXHIBIT 4.30
July 28, 2004
Israel Discount Bank Ltd.
Dear Sirs,
Re: DEBENTURE - AMENDMENT NO. 1
We hereby confirm our agreement to the amendment of the Debenture dated
September 19, 2000 (the " DEBENTURE") issued by e-SIM, Ltd. (the "COMPANY") in
favor of Israel Discount Bank Ltd. (the "BANK") to secure the full and punctual
payment of certain credit and accruals thereon provided by the Bank to the
Company, such amendment to be in effective as of the date hereof and until
February 1st, 2005, as follows:
1. In Section 10.2 of the Debenture, the following words shall be added at the
end: "or a single claim is brought against the Company before a competent
court of law for the payment of damages in an amount of USD 250,000 (two
hundred and fifty thousand US dollars), provided that such claim is not
brought against the Company by the Bank or any party related to the Bank
and on condition that the external legal counsel to the Company stated in
writing that in his opinion the claim brought against the Company shall
result in a judgment payable solely by the Company in an amount not less
than USD 250,000 (two hundred and fifty thousand US dollars)".
2. Section 10.6 of the Debenture shall only apply to USD 500,000 (five hundred
thousand US dollars) of debt of the Company secured by the Debenture.
3. A new section 10.8 shall be added to the Debenture as follows:
"10.8 If the gross annual revenues of the Company, as determined by the
audited financial statements in any year, are 25% less than the forecast
provided by the Company to the Bank prior to that year; or, the gross
operating loss as reflected in the audited financial statements in any year
is more than 25% than the said forecast."
Except for the above, all terms and conditions of the Debenture dated
September 19, 2000 remain unchanged.
Please confirm your agreement to the above amendments to the Debenture.
Yours sincerely,
e-SIM Ltd.
By: _______________
Title: _______________
We confirm our agreement to the above amendment of the Debenture, dated
July 28, 2004.
Signature 1:______________ Signature 2:______________
Israel Discount Bank Ltd. Israel Discount Bank Ltd.
By: __________________ By: __________________
Title: ______________ Title: ______________
