EXHIBIT 4.23
May 2, 2004
Industrial Development Bank of Israel Ltd.
Dear Sirs,
Re: E-SIM LTD. - CONVERTIBLE DEBENTURE - AMENDMENT NO. 3
We hereby confirm our agreement to the amendment of the Convertible Debenture
Agreement dated November 30, 2000, as amended on August 12, 2002 and further
amended by Amendment No. 2 dated February 15, 2004 (the "CD"), as follows:
1. The definitions "Extension Quantity", "Fourth Extension Quantity" and
"Fifth Extension Quantity" as appearing in Section 1 of amendment no. 2 of
the Convertible Debenture, dated February 15, 2004, shall be replaced by
the following definitions which shall be the operative and definitive ones:
"EXTENSION QUANTITY" - the sum of the First Extension Quantity, the Second
Extension Quantity, the Third Extension Quantity, the Fourth Extension
Quantity and the Fifth Extension Quantity.
"FOURTH EXTENSION QUANTITY" 110,000 (one hundred and ten thousand) of the
Borrower's Ordinary Shares (the "First Part of the Fourth Extension
Quantity").
"FIFTH EXTENSION QUANTITY" 110,000 (one hundred and ten thousand) of the
borrowers Ordinary Shares.
2. In section 2.1, after the second sentence the following shall be added:
"The right to exercise the Fourth Extension Quantity shall vest immediately
after execution of the payment due by the borrower and the waiver by the
bank as determined in clause 2.1 of the Amendment No. 2 of Additional
Conditions for Granting Credits dated February 15, 2004 as amended by
Amendment No. 3 dated May 2, 2004. The right to exercise the Fifth
Extension Quantity shall vest immediately after execution of the payment
due by the borrower and the waiver by the bank as determined in clause 2.2
of the Amendment No. 2 of Additional Conditions for Granting Credits dated
February 15, 2004 as amended by Amendment No. 3 dated May 2, 2004."
3. Except for the above, all the terms and conditions of the convertible
debenture dated November 30, 2000 as amended on August 12, 2002 and amended
further on February 15, 2004 remain unchanged.
Please confirm your agreement to the above amendments to the CD.
Yours sincerely,
e-SIM Ltd.
By: _______________
Title: _______________
We confirm our agreement to the above amendments to the CD.
Signature 1:____________________________ Signature 2:___________________________
INDUSTRIAL DEVELOPMENT BANK OF ISRAEL, LTD. INDUSTRIAL DEVELOPMENT BANK OF ISRAEL, LTD.
By: _________________ By: _________________
Title: ______________ Title: ______________
