EXHIBIT 4.24
Saliva Diagnostic Systems, Inc.
00000 XX 00xx Xxxxxx
Xxxxxxxxx, XX 00000
December 11, 1998
Biscount Overseas Limited
c/o Xxxxxx Xxxxxx, Xxxxx Trading, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Dear Moe:
This letter is to confirm our agreement to resolve open issues
about penalties under Section 2(b) of the Securities Purchase Agreement dated as
of January 26, 1998, as amended by the Amendment to Securities Purchase
Agreement dated as of July 30, 1998, each between Biscount and SDS.
The Registration Statement referred to in Section 2(b) of the
Agreement was made effective on December 9, 1998, which was approximately seven
months following the Required Effective Date. During this period, the SEC
ordered a full review of the Registration Statement, which was not anticipated
by SDS or Biscount and contributed to this delay. Further, for one of those
months, the Company was not required to request that the Registration Statement
be declared effective because it contained information required to be disclosed
in a 1934 Act report not yet filed by the Company. Thus, penalties have been
triggered for approximately six months in the aggregate amount of $180,000.
You have agreed to accept shares of 1998-B Preferred Stock in
lieu of cash as payment of such penalties. We have agreed to issue to you 145
shares of 1998-B Preferred Stock, which takes into account the additional value
you receive in the conversion discount and liquidation preference features of
the 1998-B Preferred Stock. This settlement satisfies all obligations regarding
penalties under Section 2(b) of the Agreement.
Please confirm that you agree with the above by signing below
and returning this letter to us. By your signature, you represent and warrant
that you have been authorized to sign and agree on behalf of Biscount Overseas
Limited. Thank you.
Sincerely yours,
/s/ Xxxxxxx X. XxXxxxxxx
Xxxxxxx X. XxXxxxxxx
Agreed and accepted:
Biscount Overseas Limited
By: Xxxxx Trading Inc.
By: /s/ Xxxxxx Xxxxxx
------------------
Name: Xxxxxx Xxxxxx
Dated: December 11, 1998
