Exhibit 10.3 - Letter Agreement, dated February 27, 2007


     

    Exhibit
      10.3

    
       

      CAPRIUS,
        INC.

      One
        University Plaza

      Suite
        400

      Hackensack,
        NJ 07601

      


      


      


      February
        27, 2007

      


      


      Vision
        Opportunity Master Fund Ltd

      20
        West
        55th
        Street 

      5th
        Floor

      New
        York,
        NY 10019

      Attn:
        David Skriloff

       

      Gentlemen:

       

      Pursuant
        to a Purchase Agreement, dated as of February 27, 2007, among us, Caprius,
        Inc.
        (the “Company”) and several purchasers, including you, Vision Opportunity Master
        Fund Ltd. (“Vision”), Vision purchased 1,200 shares of the Company’s Series E
        Convertible Stock (the “Series E Shares”) and warrants (the “Warrants”) for the
        purchase of 375,000 shares (the “Warrant Shares”) of the Company’s Common Stock,
        $.01 par value (the “Common Stock”). The Series E Shares are convertible into
        750,000 shares (the “Conversion Shares”) of Common Stock, subject to adjustment.
        In consideration of Vision purchasing the Series E Shares and the Warrants,
        the
        Company and Vision hereby agree as follows with respect to conversion of
        the
        Series E Shares into Conversion Shares and exercise of the Warrants for Warrant
        Shares.

       

      1. Beneficial
        Ownership Limitation.

       

      1.1 Subject
        to the terms and conditions herein, the Company agrees that it shall not
        effect
        any conversion of Vision’s Series E Shares or exercise of Vision’s Warrants, and
        Vision shall not have the right to convert any portion of its Series E Shares
        or
        to exercise any portion of its Warrants to the extent that, after giving
        effect
        to the conversion or the exercise set forth on the applicable Conversion
        or
        Exercise Notice, Vision (together with its Affiliates (as defined in the
        Securities Exchange Act of 1934, as amended (the “1934 Act”))), and any other
        person or entity acting as a group together with Vision or any of its
        Affiliates) would beneficially own in excess of the Beneficial Ownership
        Limitation (as defined in Section 1.4 below).  For purposes of the
        foregoing sentence, the number of shares of Common Stock beneficially owned
        by
        Vision and its Affiliates shall include the number of shares of Common Stock
        issuable upon conversion of the Series E Shares or upon exercise of the Warrants
        with respect to which such determination is being made, but shall exclude
        the
        number of shares of Common Stock which are issuable upon (A) conversion of
        the
        remaining, unconverted Series E Shares beneficially owned by

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Vision
        or
        any of its Affiliates, (B) exercise of the remaining unexercised Warrants
        beneficially owned by Vision or any of its Affiliates or (C) conversion or
        exercise of the unconverted or unexercised portion of any other securities
        of
        the Company subject to a limitation on conversion or exercise analogous to
        the
        limitation contained herein beneficially owned by Vision or any of its
        Affiliates.  Except as set forth in the preceding sentence, for purposes of
        this Section 1, beneficial ownership shall be calculated in accordance with
        Section 13(d) of the 1934 Act, and the rules and regulations promulgated
        thereunder. 

       

      1.2 To
        the
        extent that the limitation contained in this Section 1 applies, the
        determination of whether the Series E Shares are convertible and the Warrants
        are exercisable (in relation to other securities owned by Vision together
        with
        any Affiliates) and of how many shares of Series E Shares are convertible
        and
        how many Warrants are exercisable shall be in the sole discretion of Vision.
        The
        submission of a Conversion or Exercise Notice shall be deemed to be Vision’s
        determination of whether the Series E Shares may be converted or the Warrants
        may be exercised (in relation to other securities owned by Vision together
        with
        any Affiliates) and how many shares of Series E Shares are convertible or
        how
        many Warrants are exercisable, in each case subject to such aggregate percentage
        limitations. To ensure compliance with this restriction, Vision will be deemed
        to represent to the Company each time it delivers a Conversion or Exercise
        Notice that such Notice has not violated the restrictions set forth in this
        Section 1. The Company shall have no obligation to verify or confirm the
        accuracy of such determination. In
        addition, a determination as to any group status as contemplated above shall
        be
        determined in accordance with Section 13(d) of the 1934 Act and
        the
        rules and regulations promulgated thereunder. 

       

      1.3 For
        purposes of this Section 1, in determining the number of outstanding shares
        of
        Common Stock, Vision may rely on the number of outstanding shares of Common
        Stock as stated in the most recent of the following: (A) the Company’s most
        recent Form 10-QSB or Form 10-KSB, as the case may be, (B) a more recent
        public
        announcement by the Company or (C) a more recent notice by the Company or
        the
        Company’s transfer agent setting forth the number of shares of Common Stock
        outstanding.  Upon the written or oral request of Vision, the Company shall
        within two business days confirm orally and in writing to Vision the number
        of
        shares of Common Stock then outstanding.  In any case, the number of
        outstanding shares of Common Stock shall be determined after giving effect
        to
        the conversion or exercise of securities of the Company, including the Series
        E
        Shares and Warrants, by Vision or its Affiliates since the date as of which
        such
        number of outstanding shares of Common Stock was reported. 

       

      1.4 The
        “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the
        Common Stock outstanding immediately after giving effect to the issuance
        of
        shares of Common Stock issuable upon conversion of Series E Shares and/or
        the
        exercise of the Warrants held by the Holder. The Beneficial Ownership Limitation
        provisions of this Section 1 may be waived by Vision, at the election of
        such
        Holder, upon not less than 61 days’ prior notice to the Company. The provisions
        of this subsection shall be construed and implemented in a manner otherwise
        than
        in strict conformity with the terms of this Section 1 to correct this subsection
        (or any portion hereof) which may be defective or inconsistent with the intended
        Beneficial Ownership Limitation herein contained or to make changes or
        supplements necessary or desirable to properly give effect to such
        limitation. 

       

      2. Miscellaneous.

       

      2.1 This
        letter agreement sets forth the entire agreement between the Company and
        Vision
        as to the subject matter herein, and cannot be amended, modified or terminated
        except by a writing executed by the parties hereto. In the event of any conflict
        between the provisions of this letter agreement and those in the Purchase
        Agreement or the Transaction Documents (as

       

      
        
          
          

        

        
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      defined
        in the Purchase Agreement) as to the subject matter in Section 1 herein,
        the
        provisions herein shall govern.

       

      2.2 This
        letter agreement shall be binding upon and inure to the benefit of the parties
        hereto and their respective successors and assigns.

       

      2.3 Any
        notice to be given hereunder shall be in writing and shall be given in person
        or
        by first class mail or recognized courier by either party to the other party
        at
        its address as set forth at the head of this letter agreement or such other
        address as it may hereafter duly give to the other party.

       

      2.4 This
        letter agreement shall be govern by and construed in accordance with the
        laws of
        the State of Delaware, without giving effect to principles of conflicts of
        law.

       

      If
        the
        provisions of this letter agreement accurately set forth our agreement with
        the
        matters herein, please sign and return the duplicative original; you may
        retain
        the original for your files.

       

      Very
        truly yours,


       

      /s/
        Jonathan Joels

       

      Jonathan
        Joels, Chief Financial Officer

       

      


      AGREED
        TO:

       

      VISION
        OPPORTUNITY MASTER FUND LTD.

       

      By: 
        /s/ Adam Benowitz        

       

      
        
          
          

        

        
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