EXHIBIT 10.6.2
[LETTERHEAD OF XXXXXXX & COMPANY]
February 9, 2005
Caprius, Inc.
0 Xxxxxx Xxxxx
Xxxx Xxx, XX 00000
Attention: Xxxxxx Xxxxx, Chief Executive Office
RE: FINANCIAL ADVISORY AGREEMENT
Dear George:
This letter is written to amend the Financial Advisory Agreement entered into on
January 11, 2005. With regard to paragraph 1, The Offering, the amount of
capital to be raised shall be increased to a maximum of $4.5 million. With
regard to paragraph 2 and 2(b), Fees and Expenses, the cash fee will be reduced
to 8% of the gross proceeds received and the amount of warrants payable will
increase to l.5 million warrants at an exercise price of $0.28. With regard to
paragraph 2 (a) legal fees will be capped at $15,000. With regard to paragraph 3
(c) Xxxxxxx waives its right to name two members to the Board of Directors.
All of the other terms and conditions will be consistent with the January l1,
2005 letter agreement.
Very truly yours,
XXXXXXX & CO. (UK) LTD.
By:
-----------------------------
Xxxxxx Xxxxxxxxxxx, President
Confirmed and accepted as of
the 10th day of February, 2005
CAPRIUS, INC.
By:
-------------------------------------
Xxxxxx Xxxxx, Chief Executive Officer
