AMENDMENT AGREEMENT
Amendment Agreement made as of December 18, 1998, by and among Pharmos
Corporation, a Nevada corporation (the "Company"), and Dominion Capital Fund,
Ltd. (referred to as the "Investor").
Capitalized terms used herein and not otherwise defined herein shall have
the meanings given to them in the Private Equity Line of Credit Agreement dated
as of December 10, 1998 by and among the Company, and the Investor (the "Equity
Line Agreement").
Witnesseth:
Whereas, the Company, and the Investor wish to amend the Equity Line
Agreement.
Now, therefore, in consideration of the mutual covenants, conditions and
promises contained herein, the parties agrees as follows:
1. Section 11.7 of the Equity Line Agreement is hereby deleted and replaced by
the following:
"Section 11.7 Fees and Expenses. Each of the parties shall pay its own fees
and expenses (including the fees of any attorneys, accountants, appraisers or
others engaged by such party) in connection with this Agreement and the
transactions contemplated hereby, except that the Company shall pay: (i) upon
the earlier to occur of (A) December 31, 1998, or (B) upon the first closing for
Initial Put Shares (such amount to be paid prior to all other fees, and to be
paid out of escrow at the Closing of such Put), $15,000 to The Xxxxxxxxx Law
Group PC; (ii) on the first Closing Date for Put Shares to (A) Jesup & Xxxxxx
Securities Corporation, (I) 0.75% of the Commitment Amount, (II) 1.75% of the
aggregate Investment Amount for such Put, and (III) $10,000, and (B) to Xxxxxxxx
Capital Corp., (I) 0.75% of the Commitment Amount, (II) 1.75% of the aggregate
Investment Amount for such Put, and (III) $10,000; and (iii) on each subsequent
Closing Date for Put Shares 1.75% of the aggregate Investment Amount of such Put
to Jesup & Xxxxxx Securities Corporation, and 1.75% of the aggregate Investment
Amount of such Put to Xxxxxxxx Capital Corp."
2. Except for the provisions of this Amendment Agreement, all of the terms,
conditions, and covenants of the Equity Line Agreement (including all Exhibits
annexed thereto) shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement
to be executed by the undersigned, thereunto duly authorized, as of the date
first set forth above.
PHARMOS CORPORATION
By /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Vice President - Finance and
Chief Financial Officer
DOMINION CAPITAL FUND, LTD.
By /s/ Inter Caribbean Services (Bahamas)
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Inter Caribbean Services (Bahamas) Ltd.
Director
