ADVANCED BIOPHOTONICS INC.
Exhibit
10.11
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
August
29, 2007
AJW
Partners, LLC
New
Millennium Capital Partners II, LLC
AJW
Offshore, Ltd.
AJW
Qualified Partners, LLC
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
| Re: |
Advanced
Biophotonics Inc. (the “Company”) -
Amendment
of Notes
|
Ladies
and Gentlemen:
This
letter shall serve as an amendment to the outstanding Secured Convertible Notes
(collectively, the “Notes”) issued pursuant to the Securities Purchase
Agreements between Advanced BioPhotonics Inc. (the “Company”) and each of: (i)
AJW Partners, LLC; (ii) AJW Offshore, Ltd.; (iii) AJW Qualified Partners, LLC;
and (iv) New Millennium Capital Partners II, LLC (collectively, the
“Purchasers”) dated as of November 14, 2005, September 12, 2006 and October 31,
2006.
By
execution hereof, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree
that:
|
1.
|
Section
1.2(a) of the Notes shall be amended to change the Applicable Percentage
from 40% to 50%.
|
The
parties shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other parties hereto
may reasonably request in order to carry out the intent an accomplish the
purposes of this letter agreement, including without limitation the issuance
of
amended Notes.
|
Sincerely,
|
||
| |
|
|
|
/s/
▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇
|
||
|
▇▇▇▇▇▇
▇. ▇’▇▇▇▇▇▇
Chief
Executive Officer
|
||
Accepted
to and agreed this
29th
day of
August, 2007:
|
AJW
PARTNERS, LLC
|
|
By:
SMS Group, LLC
|
|
By:
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Manager
|
|
AJW
OFFSHORE, LTD.
|
|
By:
First Street Manager II, LLC
|
|
By:
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Manager
|
|
AJW
QUALIFIED PARTNERS, LLC
|
|
By:
AJW Manager, LLC
|
|
By:
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Manager
|
|
NEW
MILLENNIUM CAPITAL PARTNERS II, LLC
|
|
By:
First Street Manager II, LLC
|
|
By:
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Manager
|