EXHIBIT 10.24
MODIFICATION AGREEMENT
Modification Agreement (this "Agreement") made this 17th day of
September 2003 by each of the parties identified on SCHEDULE A ("Parties") and
One Voice Technologies, Inc., a Nevada corporation ("ONEV").
WHEREAS, the Parties are holders of certain common stock purchase
warrants (as described on Schedule A) of ONEV (the "Warrants"), which were
issued by ONEV pursuant to subscription agreements from May 2002 to August 2003
(collectively "Purchase Documents");
WHEREAS, as investors ("New Investors") are contemplating purchasing
secured convertible debentures of ONEV in the aggregate of not less than
$375,000 ("New Investment"), and it would be beneficial to ONEV and the Parties
for such purchase to be made; and
WHEREAS, the Company and the Parties have determined that it is in the
Company's best interests to modify the Warrants.
NOW THEREFORE, for good and valuable mutual consideration, the receipt
of which is acknowledged and for the mutual promises herein contained, it is
agreed:
1. The Purchase Price, as defined in the Warrants, is reduced to
$0.0474, subject to further adjustment as described in the Warrants. In lieu of
the Company reissuing Warrant certificates reflecting the reduced Purchase
Price, a copy of this letter appended to the Warrant shall be deemed sufficient
to evidence the reduction of the Purchase Price.
2. All terms employed in this Modification Agreement, unless otherwise
defined herein, shall have the same meanings attributed to them in the Warrants.
3. This Agreement shall supercede all prior modification and waiver
agreements executed by and among the Parties and ONEV.
4. The notice, venue and jurisdiction provisions contained in the
Purchase Documents are incorporated herein and made a part hereof.
5. The modification described herein may not result in an increase to
the Purchase Price of the Warrants.
5. This Agreement shall become null and void, if the New Investment is
not completed by September 17, 2003.
1
WHEREFORE, the Parties have signed this Agreement as of the date above written.
ONE VOICE TECHNOLOGIES, INC.
By:
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2
SCHEDULE A
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PARTIES
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ALPHA CAPITAL
AKTIENGESELLSCHAFT
Xxxxxxxxx 0
0000 Xxxxxxxxxxx
Xxxxx, Lichtenstein
Fax: 000-00-00000000
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BRISTOL INVESTMENT FUND, LTD.
Caledonian House, Xxxxxxx Street
Georgetown, Grand Cayman
Cayman Islands
Fax: 000-000-0000
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XXXXX INTERNATIONAL LTD.
53rd Street Urbanizacion Obarrio
Swiss Tower, 16th Floor, Panama
Republic of Panama
Fax: (000) 000-0000
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GREENWICH GROWTH FUND LIMITED
X/x Xxxxxxxxxxxx Xxxx Xxxxxxxxxx Xxx.
X.X. Xxx XX 0000
Xxxxxxxx XX JX, Bermuda
Fax: 000-000-0000
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XXXXXXXXXXX LIMITED PARTNERSHIP
c/o Canaccord Capital Corporation
000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX X0X 0X0, Xxxxxx
Fax: 000-000-0000
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01144 LIMITED
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