AMENDMENT TO PROMISSORY NOTE
This amendment (this "Amendment") to the Promissory Note entered into
on July 8, 2005 (the "Note") by B&D Food Corp. (the "Borrower") in favor of
Livorno Investments S.A. (the "Lender") is entered into on May 7, 2007 by and
between the Borrower and the Lender.
WHEREAS On July 8, 2005, the Borrower issued to the Lender the Note in
the principal amount of U.S.
$10,000,000 (TEN MILLION US DOLLARS);
WHEREAS the Note contains a conversion provision allowing the Lender,
at its sole option, to convert some or all of the principal and interest owing
on the Note into shares of the Borrower's common stock at the rate of U.S. $0.20
per share (the "Provision");
WHEREAS both the Borrower and the Lender desire to amend the terms of
the Provision to adjust the conversion price referenced above from U.S. $0.20
per share to U.S. $0.04 per share;
THEREFORE in consideration of U.S. $10.00 and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Borrower and the Lender agree to amend the Note as follows:
1. The first sentence of the second paragraph of Section 2 (i.e.,
Prepayment; Conversion) of the Note shall be replaced in its entirely by the
following sentence:
"At any time prior to or at the time of repayment of this Note
by the Company, the Holder may elect to convert some or all of the principal and
interest owing on this Note into shares of the Company's common stock at the
rate of $0.04 per share."
Except as amended by this Amendment, the Note shall remain in full
force and effect, enforceable in accordance with its terms.
The parties have executed this Amendment as of the date first written
above.
B&D Food Corp.
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By: Yaron Arbell
Title: CEO
[GRAPHIC Livorno Investments S.A.]
By: Xxxxxx Xxxxxx
Title: Director
