FIRST AMENDMENT TO AGREEMENT
This First Amendment (the "AMENDMENT") to that certain Agreement entered into on
the 15 day of February, 2006 by and between TRACEGUARD TECHNOLOGIES LTD. (the
"COMPANY") a company registered in Israel, having its principle place of
business at6 Ravnitzky Street, Segula Industrial Park, Petach Tikva, Israel and
M.S. MATERIALS LTD., Company No. 511360695, a company registered in Israel,
having its principle place of business at 00 Xxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxxxxx
("M.S.") is made effective as of the 6th day of July 2006.
WHEREAS, Company and M.S. are parties to that certain Agreement dated
February 15, 2006 (the "AGREEMENT"), pursuant to which the Company engaged M.S.
to render it advisory and consulting services through its employee Xx. Xxxxx
Ornath as more fully described in the Agreement; and
WHEREAS, pursuant to Section 4 of the Agreement and Exhibit A attached
thereto, Company undertook to grant M.S. options to purchase shares of Common
Stock of TraceGuard Technologies, Inc., par value US$ 0.01 each (which should
have been US$0.001 each), upon the principle terms and conditions set forth in
Exhibit A of the Agreement; and
WHEREAS, the Parties agreed to amend the Agreement, all as set forth
hereinbelow;
NOW, THEREFORE, the parties hereby agree as follows:
1. Unless otherwise defined herein, all capitalized terms used herein shall
have the meaning ascribed to them in the Agreement.
2. Section 1.1 of Exhibit A of the Agreement shall be replaced by the
following:
"1.1 The Company and/or TG US will grant to M.S. options to purchase One
Million Eighty Thousand (1,080,000) shares of Common Stock of TG US par
value US$0.001 each upon the principle terms and conditions set forth in
the Grant Letter, attached hereto as ANNEX 1.1, constituting an integral
part of this Agreement."
3. The words "par value US$0.01 each" in Exhibit A of the Agreement shall be
replaced by the words "par value US$0.001 each", for any and all purposes.
4. Section 2 in Exhibit A of the Agreement shall be deleted in its entirely
and replaced by the following: " Transferability of the Options. The
Options may be exercised during the lifetime of the Consultant only by the
Consultant and may not be assigned or transferred in any manner (except by
will or by the laws of descent and distribution) other than assignment
and/or transfer to officers, directors and other shareholders of the
Company."
5. Other than as amended and supplemented herein, the provisions of the
Agreement and its exhibits shall remain in full force and effect, insofar
as they do not contradict the terms of this Amendment.
IN WITNESS WHEREOF, the parties have hereunto subscribed their names:
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TraceGuard Technologies Ltd. M.S. Materials Ltd.
By: ____________________ By: ______________________
Title: ___________________ Title: _______________________
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