ex104.htm


    Exhibit
10.4

     

     

    Addendum
to An Investment Agreement Dated 13.11.2005

    


    Signed in
______, on the ___, of November, 2006

    


    Between

     

    
      
        	
                 

              	
                Pimi
      Marion Holdings Ltd ("The
Company")

              


      

    

    
      
        	
                1.  

              	
              


      

    

    


    
      	
               

            	
               

            


    

    
      	
               

            	
            


    

    
      
        
          
            	
                  	
                     

                  	 
	
                     1. 

                  	

                    Pimi
      Marion Holdings Ltd ("The Company")

                  	 
	
                     

                  	
                     

                  	 
	2. 	

                    Nimrod
      Ben-Yehuda

                  	 
	3. 	

                    Omdan
      Consulting and Instructing Ltd

                  	 
	 	

                    Jointly and
      severally: "The
      Shareholders")

                  	 
	 	 	 
	
                     

                  	
                     

                  	 On
      the first Party
	 	
                     And
      Between

                  	 
	 	 	 
	 	 Alon
      Carmel ("Alon")	 
	 	 	 
	 	 	 On
      the second Party
	 	 	 
	 	 And
      Between	 
	 	 	 
	 	 JNS
      Capital LLC ("JNS")	 
	 	 	 
	 	 	 On
      the
third  Party


          

        

      

    

     

    
    

     

     

    
      	
              Whereas

            	
              On
      the 13th
      of November 2005, the parties have signed an Investment Agreement
      (hereinafter: "The
      Agreement"), under which Alon and JNS undertook to invest the sum
      of US$ 900,002, against the issuance of 2 Management Shares and 120,000
      Ordinary Shares (hereinafter: "The Investment");
      and

            


    

     

    
      	
              Whereas

            	
              Until
      the execution of this Addendum, Alon  invested US$ 485,000 and
      JNS invested US$ 300,000 in the Company and the Company has issued 24,000
      Ordinary Shares to Alon and 24,000 Ordinary Shares to JNS on account of
      the shares that they are entitled to pursuant to The Agreement and their
      respective investments; and

            


    

     

    
      	
              Whereas

            	
              The
      Company is in need for further investment in order to finance its
      activities; and

            


    

     

    
      	
              Whereas

            	
              Alon
      has agreed to invest an additional sum in the Company above the Investment
      on certain conditions (hereinafter: "The Additional
      Investment"); and

            


    

     

    
      	
              Whereas

            	
              In
      order to induce Alon to further invest in The Company, the parties have
      agreed to improve the conditions of The Investment and to modify The
      Agreement, in accordance with the terms of this
  Addendum;

            


    

     

    
      	
               
      

            	
              Now
      therefore the Parties have agreed as
follows:

            


    

     

    
      	
              1.  

            	
              The
      Preamble to this Addendum is one and integral part of
  it.

            


    

     

    
      	
              2.  

            	
              JNS
      shall be released from any further obligation to invest in The Company.
      Upon signing of this Addendum, The Company shall issue to JNS, pursuant to
      the below said, an additional amount of shares reflecting its investment
      of US$ 300,000 (i.e. 40,000 shares) in The Company as well as 1 management
      share.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              3.  

            	
              Alon
      and JNS shall be entitled, subject to the completion of The Investment by
      Alon as set forth in The Agreement, to receive 120,000 Preferred Shares of
      0.01 NIS each, of the Company instead of 120,000 Ordinary Shares of 0.01
      NIS each. The shares already issued shall be converted. The shares will be
      issued to Alon and JNS respectively to their investment in The Company.
      The "Preferred
      Shares"- shall have all rights attached to the Ordinary Shares and
      in addition will entitle their holders to priority in the distribution of
      the company assets and/or  dividends in case of liquidation of
      the Company or termination of its business, over any other shareholder of
      the Company in a way that until the holder of a Preferred Share will
      receive the full amount of his Investment in The Company as dividends or
      as proceeds of the sale of the Company's assets no other shareholder will
      receive any dividend in
liquidation.

            


    

     

     

    
      	
              4.  

            	
              3.      The
      Company shall issue to, Adv. Amos Hacmun, 1 Decisive Share of 0.01 NIS.
      The "Decisive
      Share"- will entitle its holder to participate in The Company`s
      Shareholders assemblies and/or The Board of Directors meetings upon the
      request of any Director or Shareholder as the case may be, and in a case
      of a dead-lock situation only, the Decisive Share holder`s vote shall be
      the overbalancing vote. In case of a board decision only, the Decisive
      Share holder shall use its discretion and vote as what he considers as the
      benefit of The Company.

            


    

     

    The
parties hereby acknowledge and agree that Adv. Amos Hacmun does not act as any
kind of trustee, and that he as well as Heskia-Hacmun Law Firm provided and/or
may provide in the future legal services and represent Alon and/or JNS and/or
eNitiatives – New Business Architects Ltd. and that they may continue to
represent them and/or have any other business relations with same without any
limitation or duty to disclose same to any party to this Addendum, including the
representation of Alon and/or JNS in case of a future dispute between any of the
parties to this Addendum. The parties further confirm that they have been
notified that Adv. Amos Hacmun and/or a related company have a shareholding
interest in eNitiatives – New Business Architects Ltd.

     

    The
parties further and irrevocably agree that such relations shall not be
considered in any event as neither relations of a trustee with The Company and
The Shareholders nor as a conflict of interest and they explicitly and
irrevocably waive any argument and claim against Adv. Hacmun and/or
Heskia-Hacmun Law Firm and/or Alon and/or JNS and/or Enitiatives – New Business
Architects Ltd. and/or whom on their behalf in this matter or any matter
resulting thereof.

     

    
      	
              5.  

            	
              The
      Shareholders undertake to convene a special assembly for the purpose of
      amending the Company's Article Of Association in accordance with the above
      Paragraphs 2 and 3, and to convert the 48,000 Ordinary Shares that were
      issued to Alon and JNS, to 48,000 Preferred Shares. The assembly
      resolution shall be made pursuant to the requirements of part 6 of chapter
      5 of The Companies Law [5759-1999].

            


    

     

    
      	
              6.  

            	
              Alon
      undertakes to transfer to the Company US$ 215,000, from which US$ 115,000
      is the balance of  The Investment and US$ 100,000 is an
      "Additional Investment" :

            


    

     

    
      	
              a.  

            	
              The
      sum of US$ 15,000 will be transferred to The Company's bank account
      immediately after this Addendum has been signed by the
      Parties.

            


    

     

    
      	
              b.  

            	
              The
      sum of US$ 100,000 shall be transferred to The Company's bank account no
      later than 01.01.2007.

            


    

     

    
      	
              c.  

            	
              The
      sum of US$ 100,000 shall be transferred to The Company's bank account no
      later than 01.03.2007.

            


    

     

    Notwithstanding
the above, the Company may waive to Alon the obligation to invest US$ 80,000 out
of the sum mentioned in clause (c) of this section, in case of improvement in
its financial situation or, in case there is another investor who is ready to
invest in the Company a sum of at least US$ 80,000 at a valuation of US$
3,000,000 (pre-money) and provided such investor will commit himself to invest
in the Company before 1.2. 2007.

     

    
      	
              7.  

            	
              The
      parties agree, that against each installment of US$ 20,000 by Alon, of the
      Additional Investment, Alon shall be entitled to receive and the Company
      shall issue to Alon such amount of Preferred Shares of 0.01 NIS each
      reflecting 1% of The Company's issued share capital (not including
      management shares) as shall be after the completion of The Investment and
      the Additional Investment.

            


    

     

    In
addition any other Shareholder has the right until the 1.2.2007 to notify the
Company on his willingness to participate in the Additional Investment in
accordance with his prorated his shareholding in the Company under the same
terms and conditions as described in this section above. In such a case the
investment obligation of Alon will be reduced accordingly provided that such
shareholder has transferred his share in the Additional Investment until the
1st
of March 2007.

     

    Alon and
JNS and any other Shareholder who have notified and has made the investment as
described above , shall each respectively be entitled to full protection against
dilution due to the issuance of the Preferred Shares for the Additional
Investment so that The Company shall issue a corresponding amount of Preferred
Shares of 0.01 NIS to Alon and JNS or to the other Shareholder respectively to
their holdings of The Company's shares as should be after completion of The
Investment.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


     

    
      	
              8.  

            	
              The
      Company shall deposit all materials concerning its product intellectual
      property including but not limited to the product formula, ingredients,
      composing, manufacturing process etc, with Heskia-Hacmun Law Firm who
      shall be allowed to release such materials to Alon and JNS in case that
      The Company shall enter liquidation or terminate its business. The above
      shall also apply to any future changes, updates or modifications of the
      said materials.

            


    

    


    
      	
              9.  

            	
              Omdan
      Consulting and Instructing Ltd. through Mr. Eitan Shmueli, declares that
      until a new investor will invest in the Company, Sadot & Co`s monthly
      fees in the total amount of US$ 2,000, will be paid as
      follows:

            


    

    
      	
              a.
        

            	
              The
      Company shall pay to Sadot & Co. monthly payment of
      US$   1,000.

            


    

    
      	
              b.  

            	
              The
      additional monthly payment of US$ 1,000 will be delayed and shall be
      registered as a shareholder loan by Omdan Consulting. The Company shall
      pay the balance of such shareholder loan to Sadot & Co. in accordance
      with its financial ability after a new investment of not less then US$
      500,000 at a evaluation of not less then US$ 3,000,000 (pre-money) will be
      made by a new investor or in case of another event causing The Company to
      receive an income of more then US$
500,000.

            


    

    
      	
              c.  

            	
              It
      is agreed that in case that no new investor will invest in the Company or
      if the Company shall reach liquidation or terminate its business, Sadot
      & Co. will waive their right to such additional monthly
      payment.

            


    

     

    
      	
              10.  

            	
              Mr.
      Nimrod Ben-Yehuda agrees, that until a new investor will invest in the
      Company, his monthly net salary  from The Company shall be
      reduced by 3,000 NIS, which sum will be considered as a loan by Mr.
      Ben-Yehuda to The Company. In addition, Mr. Ben-Yehuda shall present
      receipts documenting all the out of pocket expenses Mr. Ben-Yehuda made
      for and on behalf of The Company (up to an amount of approx. NIS 50,000)
      which shall be considered as a shareholder loan to The Company. The
      Company undertakes to pay the shareholders loan to Mr. Ben-Yehuda in
      accordance with its financial ability after a new investment of not less
      then US$ 500,000 at a evaluation of not less then US$ 3,000,000
      (pre-money) will be made by a new investor or in case of another event
      causing The Company to receive an income of more then
      US$500,000.

            


    

     

    
      	
              11.  

            	
              All
      current investments and/or loans made by Mr. Ben-Yehuda and/or any company
      on his behalf as well as Omdan Consulting and Instructing Ltd., ("Omdan") shall be
      registered in the books of The Company as a shareholder loan which shall
      be paid back in accordance with the financial ability of The Company as
      shall be determined by the board of directors of The Company provided that
      such board decision has been supported by either Alon or the
      representative of JNS, except for Omdan who shall have the right to notify
      the Company until the 1.2.2007 on his willingness to convert its
      shareholder loans at the amount of 70,000 NIS into Preferred Shares of the
      Company  in accordance with the terms of section 7
      above.

            


    

     

    
      	
              12.  

            	
              Immediately
      after signature of this Addendum eNitiatives loan to the Company for
      services in the amount of US$ 14,000 will be converted
      into  Preferred Shares at the same valuation of US$20000 for
      each 1% of the Company capital. If eNitative will execute his right under
      section 7 above the Company will convert its existing Regular Shares into
      Preferred Shares.

            


    

     

    
      	
              13.  

            	
              All
      other provisions of The Agreement which were not modified under this
      Addendum will stay valid and in full
force.

            


    

     

    
      	
              14.  

            	
              This
      Addendum shall take effect as of the moment when signed by both Parties.
      However, in case that by March 31, 2007: (i) The Company shall meet its
      targets according to the Business Plan (Appendix "A" of  The
      Agreement and under the applicable terms of the Agreement); or (ii) The
      Company shall raise a new investment of not less then US$ 500,000 at an
      evaluation exceeding US$ 3,000,000 (pre-money); or (iii) in case of
      another event causing The Company to receive an income of more then US$
      500,000, this Addendum will be cancelled, and all changes or modification
      made in accordance with this Addendum, shall be null and void save for the
      Shares acquired by Alon and JNS or any other shareholders due to the
      execution of any part of the Additional Investment or under sections 7 and
      11 of this Addendum above. In such case all Preferred Shares so acquired
      shall be converted into Regular
Shares

            


    

     

    
      	
              15.  

            	
              The
      Company shall promptly and timely make all mandatory payments to the
      authorities and shall not obtain any credits and/or loans, whether from
      banks or other lenders without the explicit decision of the board of
      directors of The Company and provided that Alon or the director on behalf
      of JNS have supported such board
decision.

            


    

     

    
      	
              16.  

            	
              The
      Company shall fully reimburse Alon's legal expenses in connection with
      this Addendum.

            


    

     

    
      	
              17.  

            	
              The
      Agreement provisions shall be considered and interpreted in accordance
      with the provisions of this
Addendum.

            


    

     

    
      	
              18.  

            	
              In
      case of any discrepancies between provisions of this Addendum and other
      provisions of The Agreement, the provisions of this Addendum shall
      prevail.

            


    

     

     

    


     

     

    In
witness Whereof the Parties have signed this Addendum on the
_______

     

     

    


    
      Pimi
Marion Holdings, Ltd

    

    
      	 	 	 	 	 
	By: Eitan
      Shmeuli______________________	 	 	 	 
	 	 	 	 	 
	 Title:
      Director ________________________	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 Omdan Education and Instructing
      Ltd	 Nimrod Ben
    Yehuda	 	 	 
	 	 	 	 	 
	 By: Eitan
      Shmeuli 	 
      __________________	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 JNS Capital
      LLC   	 Alon Carmel	 	 	 
	 	 	 	 	 
	 By:
      ___________________ 	 __________________	 	 	 
	 	 	 	 	 
	 Name: Joe
      Shapira	 	 	 	 
	 	 	 	 	 
	 Title:   Managing
      Member	 	 	 	 


    

    
    

    
    

     

    
      	 Agreed to
      by:	 	 	 	 
	 	 	 	 	 
	  

              eNitiatives
      – New Business Architects Ltd.

            	 	 	 	 
	 	 	 	 	 
	 By:
      __________________________	 	 	 	 
	 	 	 	 	 
	 Name: Reuven
      Marko	 	 	 	 
	 	 	 	 	 
	

              Title:
      General Manager

            	 	 	 	 
	 	 	 	 	 


    

     

    


     

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