Cell Power Technologies, Inc.
0000 00xx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxx Xxxx 00000
February 7, 2006
Yeshiva Rabbi Xxxxxxx Xxxxxx
0000 00xx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn: Rabbi Xxxxxxxxx Xxxxx
Dear Xxxxx Xxxxx:
Reference is made to the Loan Agreement dated as of September 23,
2005 (the "Loan Agreement") between Cell Power Technologies, Inc. and
Yeshiva Rabbi Xxxxxxx Xxxxxx. Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Loan
Agreement.
This letter agreement sets forth our understanding with respect to
the extension of the maturity of the Initial Loan. Notwithstanding
anything to the contrary set forth in the Loan Agreement or the Initial
Note, the Company and the Lender agree that the principal amount of the
Initial Loan, together with all interest accrued thereon, shall be due and
payable on April 21, 2006. The Lender waives any rights it may have (under
the Loan Agreement, at law or otherwise) as a result of the Company's
failure to repay the principal amount of the Initial Loan, together with
all interest accrued thereon, when due as originally contemplated by the
Loan Agreement. In consideration of the Lender agreeing to extend the term
of the Initial Loan and waive its rights as set forth herein, the Company
agrees to (i) issue to the Lender a warrant to purchase 180,000 shares of
Common Stock, exercisable for two years at an exercise price of $0.05 per
share and otherwise having terms and conditions identical to the Initial
Warrant and (ii) that the exercise price of each warrant previously issued
to the Lender under the Loan Agreement is hereby reduced to $0.05 per
share. Except as expressly modified by this letter agreement, the Loan
Agreement is ratified and confirmed in all respects.
Please indicate your acceptance of and agreement to the foregoing by
signing this letter agreement on the line below and returning an executed
copy of the same to the Company at the address above.
Very truly yours,
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
President
Accepted and agreed to as of
this 7th day of February 2006.
YESHIVA RABBI XXXXXXX XXXXXX
By: /s/ Rabbi Xxxxxxxxx Xxxxx
-----------------------------
Name: Rabbi Xxxxxxxxx Xxxxx
