Unassociated Document


    EXHIBIT
10.18

     

    VIA
E-MAIL TO MIKO@MIKALCO.COM

    Avraham
(Miko) Gilat

    Mikal
Group Ltd.

    1 Azrieli
Center, Circular Tower

    Tel-Aviv,
Israel

     

    December
2, 2009

     

    
      	
              Re:

            	
              Loan
      Agreement between

            


    

    Defense Solutions, Inc. and Mikal
Grou

     

    Dear
Miko:

     

    This
letter is intended to confirm our agreement with respect to the modification of
certain terms of the Loan Agreement dated as of November 1, 2007 between Defense
Solutions, Inc. (“Defense Solutions”) and Mikal Group Ltd. (the “Loan
Agreement”) and the Promissory Note dated November 1, 2007 (the “Note”) issued
pursuant to the Loan Agreement.

     

    
      	
              1.

            	
              Defense
      Solutions shall arrange for the payment of a $100,000 extension fee (the
      “Extension Fee”) to Mikal Group Ltd.  Upon delivery of such
      extension fee, the Maturity Date of the Note shall be automatically
      extended until November 30, 2010.  All accrued and unpaid
      interest under the Note shall be due upon the extended Maturity Date of
      the Note.  Mikal Group Ltd. acknowledges that the extension fee
      payable pursuant to this Paragraph 1 shall be in full satisfaction of all
      other extension fees which may have been owed to
  date.

            


    

     

    
      	
              2.

            	
              Upon
      delivery of the Extension Fee, Sections 6.1 and 6.2 of the Loan Agreement
      shall be amended and restated to read in their entirety as
      follows:

            


    

     

    6.           REVENUE
STREAM

     

    6.1           In
addition to the Loan (and any interest accrued thereupon and/or the Extension
Fee, if any), but in lieu of the Warrant Coverage (as defined below in section
7), the Company shall pay the Lender a percentage of Defense Solutions Holding,
Inc.’s EBITDA realized until the later of (i) the last day of the calendar
quarter immediately preceding the date of the full payment of the Note or (ii)
November 30, 2010 equal to 25%, up to a maximum  amount equal to one
(1) times the Aggregate Advances loaned to the Company (“Revenue Stream
Payments.  In order to avoid any doubts, the Revenue Stream
Payments shall be paid by the Company regardless of whether the Loan remains
outstanding or not.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.2           Payment
of the Revenue Stream Payments shall be made not later than May 31, 2011 with
respect to amounts owed with respect to the period ending November 30, 2010,
based on the audited financial statements Defense Solutions Holding, Inc. for
2010. To the extent that any additional Revenue Stream Payments are owed with
respect to periods after November 30, 2010, such payments shall be made within
sixty (60) days of the end of each calendar quarter and shall be based upon the
financial statements included by Defense Solutions Holding, Inc. in its
quarterly reports filed with the Securities and Exchange Commission (the “SEC
Reports”). Notwithstanding the provisions of Section 8.4, upon any payment of
such Revenue Stream Payments, the Company shall furnish the Lender a certified
copy of any such audited financial statements or SEC Reports, as the case may
be.

     

    
      	
              3.

            	
              Upon
      delivery of the Extension Fee, Section 7 of the Loan Agreement shall be
      amended and restated to read in its entirety as
  follows:

            


    

     

    7.           WARRANT
COVERAGE

     

    In
addition to the Loan (and any interest accrued thereupon and/or the Extension
Fee, if any), but as an alternative to the Revenue Stream Payments, the Lender
may elect, in its sole discretion, at any time on or prior to October 31, 2010,
to have a warrant coverage (the “Warrant Coverage”), whereby each hundred
thousand United States dollars (US$100,000) actually Advanced to the Company
under this Agreement shall entitle the Lender to purchase 2,710,071 shares of
common stock of Defense Solutions Holding, Inc., at an exercise price per share
equal to the par value of Defense Solutions Holding, Inc.’s capital stock (i.e.
US $0.001) all as detailed in a Warrant.  The Warrant shall be
exercisable for a period of seven (7) years from the date thereof, by means of
cash or cancellation of all or part of the indebtedness represented by the Note,
on a dollar for dollar basis.

     

    
      	
              5.

            	
              The
      Warrant shall be in the form attached as Exhibit A
  hereto.

            


    

     

    If you
agree with the terms set forth above, please countersign this letter in the
space provided below and return the signed copy to the undersigned.

     

    
      
        
          
            
              	 	 
      	
                      Defense
      Solutions, Inc.

                    	 
	 	 
      	 
      	 
	 	
                      By:  

                    	 
      	 
	 	
                      Name:  

                    	
                        Timothy
      D. Ringgold

                    	 
	 	
                      Title:  

                    	
                        Chief
      Executive Officer

                    	 


            

          

        

      

    

     

    
      
        
          	 
      	
                  Agreed
      to:

                	 
	 
      	 
      	 
	 
      	
                  Mikal
      Group Ltd.

                	 
	 
      	 
      	 
	
                  By:

                	 
      	 
	
                  Name:

                	
                  Avraham
      (Miko) Gilat

                	 
	
                  Title:

                	
                  President