TRIDENT
-------
GROWTH FUND
000 XXXXXX, XXXXX 000
XXXXXXX, XXXXX 00000
TEL: 000.000.0000
FAX: 000.000.0000
XXX.XXXXXXXXXXXXXXXXX.XXX
EXHIBIT 10.1
November 4, 2005
VIA FAX: (000-000-0000)
Xx. Xxxxxxx X. Xxxxxxx
Stellar Technologies, Inc.
0000 Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Dear Dick:
Reference is hereby made to that certain Loan Agreement (the "Loan Agreement")
dated April 1, 2005 by and between Trident Growth Fund L.P. ("Trident") and
Stellar Technologies, Inc. ("Stellar"). By executing below, Trident hereby
agrees to (i) waive the event of default and all associated penalties, as a
result of Stellar's failure to comply with the financial covenants contained in
Section 5.14 of the Loan Agreement and (ii) waive compliance with Section 5.14
of the Loan Agreement for a period of 180 days. Further in accordance with
section 6.10 No Further Issuance of Securities of the Loan Agreement, Trident
hereby consents to the issuance of securities in accordance with the terms set
forth in Exhibit A hereto.
In consideration for the above, Stellar will issue to Trident 211,833 shares of
restricted common stock of the Company and a warrant to purchase 250,000 shares
of common stock at an exercise price of $.40 per share (in identical form as our
warrant agreement dated April 1, 2005).
If the above corresponds with our agreement, please execute the acknowledgement
below as evidence of our agreement.
The execution and delivery of this letter and the consummation of the
transactions contemplated hereby have been duly authorized by the appropriate
governing body of each party, and no other proceedings or consents on the part
of either party are necessary to authorize the execution and delivery of this
letter amendment and the consummation of transactions contemplated hereby.
Very truly yours,
TRIDENT GROWTH FUND, L.P.
BY: TRIDENT MANAGEMENT, LLC
GENERAL PARTNER
BY: /s/ Xxxxx St. Xxxxxx
------------------------------
Xxxxx X. St. Xxxxxx,
Senior Director
Agreed and Acknowledged
this 4th day of November, 2005
Stellar Technologies, Inc.
BY: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, CEO
EXHIBIT A
Offering Size: $6,000,000.
--------------
Offering Price: $0.80 per unit comprised of two (2) shares of common stock and
--------------- a warrant for one additional share of common stock at a strike
price of $0.60. The warrants will be vested immediately and
have three year life.
