Exhibit 10.4


 


AMENDMENT


to


CONVERTIBLE LOAN AGREEMENT


 


This AMENDMENT (the
“Amendment”) is made as of this __ day of April, 2012, to that certain Convertible Loan Agreement dated October
28, 2010 (the “Agreement”) by and between P.V. Nano Cell Ltd., an Israeli company (the “Company”)
and Israel Electric Corporation (the “Investor”). Unless otherwise defined herein, capitalized terms used herein
shall have the respective meanings set forth in the Agreement.


 


	 	WHEREAS,	The Company and the Investor have entered into the Agreement on
October 28, 2010; and
	 	 	 
	 	WHEREAS,	The Investor agreed to provide the Company with an additional principal amount of NIS 1,000,000, subject to the terms and conditions
set forth in this Amendment; and
	 	 	 
	 	WHEREAS,	The Company and the Investor desire to modify certain provisions
of the Agreement.




 


NOW, THEREFORE,
in consideration of the foregoing and the mutual promises made herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


		1.	Amendment of Section 1. The “Principal Amount” shall be increased to
NIS 3,000,000.



 


		2.	Amendment of Schedule A. Schedule A of the Agreement shall be replaced in its entirety
with Schedule A attached hereto.



 


		3.	Conditions to Effectiveness. The effectiveness of this Amendment is subject to the
execution and delivery by the Company and the Investor.



 


		4.	No Other Amendments. Except to the extent amended hereby, all of the definitions,
terms, provisions and conditions set forth in the Agreement are hereby ratified and confirmed and shall remain in full force and
effect. The Agreement and this Amendment shall be read and construed together as a single agreement.



 


		5.	Successors and Assigns. Except as otherwise provided herein, the terms and conditions
of this Amendment shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing
in this Amendment, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors
and assigns any rights, remedies, obligations, or liabilities under or by reason of this Amendment, except as expressly provided
in this Amendment.
	 	 	 






		6.	Governing Law. This Amendment shall for all purposes be construed in accordance with
and governed by the laws of the State of Israel.



 



    	



    	 	 	 



    

 


		7.	Counterparts. This Amendment may be executed in two or more counterparts and the
signatures delivered by facsimile, each of which shall be deemed an original, with the same effect as if the signatures were upon
the same instrument and delivered in person.



 


		8.	Severability. If one or more provisions of this Amendment are held to be unenforceable
under applicable law, such provision shall be excluded from this Amendment and the balance of the Amendment shall be interpreted
as if such provision were so excluded and shall be enforceable in accordance with its terms.



  


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IN WITNESS WHEREOF,
each of the parties have caused this Amendment to the Convertible Loan Agreement to be executed as of the day and year first written
above.


 


	THE COMPANY:	 
	 	 	 
	P.V. NANO CELL LTD.	 
	 	 	 
	By:	/S/
    Dr. Fernando de la Vega 	 
	 	 	 
	Name:	Dr. Fernando de la Vega	 
	 	 	 
	Title:	Director and CEO	 
	 	 	 
	THE INVESTOR:	 
	 	 	 
	ISRAEL
                                         ELECTRIC CORPORATION



	 
	 	 	 
	By:	/S/
    Dr. Adriano Biano	 
	 	 	 
	Name:	Dr. Adriano Biano	 
	 	 	 
	Title:	VP of Strategic Resources	 


 


[Signature page to Amendment to the Convertible
Loan Agreement]





 






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Schedule A


 


Milestones 


 


The Principal Amount shall be disbursed to the Company as follows:


 


	 	Amount Paid at Milestone	Milestone	Estimated time line
	1	NIS 600,000	At the Closing	 
	2	NIS 300,000	Submission of a report showing the Company’s ability to produce nano-copper that did not oxidize for one month. 	Three months following Closing
	3	NIS 300,000	Submission of a report containing the chosen method to produce Nano-copper.	Seven months following Closing 
	4	NIS 400,000	First full ink prototype.	Eleven months following Closing 
	5	NIS 400,000	First printed prototype using nano-copper ink.	Fifteen months following Closing
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


 


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