Exhibit 10.11


    
      

    


    Exhibit
      10.11

    


    MODIFIED
      THIRD AMENDMENT TO 

    LICENSE
      AND EQUIPMENT AGREEMENTS

    


    This
      Modified Third Amendment to License and Equipment Agreements (this “Third
      Amendment”) is made and entered into as of October 27, 2006, by and between
      LASERCARD CORPORATION (formerly Drexler Technology Corporation) (“LCC”), a
      Delaware corporation with its principal office located in 1875 N. Shoreline
      Blvd, Mountain View, California, 94043, U.S.A., and GLOBAL INVESTMENTS GROUP,
      a
      corporation organized under the laws of New Zealand with its principal office
      located in level 27, Price Waterhouse Coopers Tower, 188 Quay Street, Auckland
      1001 New Zealand (“GIG”). This Third Amendment supersedes the preliminary Third
      Amendment between the same parties that was signed October 18, 2006, with the
      knowledge and intent that the parties would negotiate modifications proposed
      by
      GIG during the subsequent week or two, which modifications have been implemented
      by this Third Amendment. This Third Amendment is being entered into for the
      purpose of amending certain terms of the Amended and Restated Master License
      and
      Manufacturing Agreement between LCC and GIG dated May 25, 2004 (effective date
      April 3, 2004) (the “License Agreement”) together with the related equipment
      sales agreements comprising Appendices B-1, B-2, and B-3 to the License
      Agreement (the “Equipment Agreements”). The License and Equipment Agreements
      have been previously amended by the “License and Equipment License Amendment”
dated June 29, 2006 (the “Second Amendment”) by and between LCC and GIG. The
      License and Equipment Agreements, as amended by the Second Amendment, but not
      by
      this Third Amendment, are referred to as the “Current Agreement”. 

    


    Additionally,
      Prevent LOK, as a partner of GIG, will agree and acknowledge this Third
      Amendment and the new payment schedules and terms by signing below.


    


    1.     EFFECT
      OF AMENDMENT.
      Except
      as amended by this Third Amendment, all terms and conditions of the Current
      Agreement remain in full force and effect. If a provision or provisions of
      this
      Third Amendment conflict with a provision or provisions of the Current
      Agreement, this Third Amendment controls. This Third Amendment remains in effect
      until expiration or termination of the License Agreement. Capitalized terms
      not
      defined in this Third Amendment have the meanings specified in the License
      Agreement. 

    


    2.     ACKNOWLEDGEMENT.
       The
      parties acknowledge that GIG is in default under the Current Agreement since
      GIG
      has not yet paid the $5,053,500 U.S. Dollars, which was due in three
      installments on or before September 30, 2006, per the Second Amendment, and
      that
      Section 5 of the Second Amendment, and the schedule it sets forth, is therefore
      terminated and inapplicable. LCC would like to assist GIG in reactivating the
      License and Equipment Agreements under the revised terms provided in this Third
      Amendment. In these regards, provided that the training of GIG’s staff at LCC’s
      facility in the operation and maintenance of the card manufacturing equipment
      purchased and sold under the Equipment Agreements, including its assembly and
      disassembly, occurs prior to January 31, 2007, then LCC will schedule such
      equipment for delivery to GIG’s card manufacturing facility in Slovenia for no
      later than May 31, 2007, except that the E-beam laminator shall not be
      disassembled for shipment prior to the Ready Date of the GIG facility as defined
      in Section 3b below. Any equipment shipped by LCC before GIG has notified LCC
      of
      the address of its Slovenian facility will be shipped to such address as GIG
      provides.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    3.     FINANCIAL
      TERMS.
      The
      parties agree to amend the Current Agreement as follows:

    


    a.
      Previously Due Payments:
      GIG
      shall pay LCC the $5,053,500 U.S. Dollars due pursuant to Section 2 of the
      Second Amendment on or before November 10, 2006, in lieu of per the Schedule
      set
      forth in Section 2 of the Second Amendment. The Current Agreement, as amended
      by
      this Third Amendment, will terminate upon notice from LCC to GIG in the event
      that LCC has not received such payment on or before November 10, 2006. Once
      GIG
      makes such payment, then GIG will have paid in full the Two Million U.S. Dollars
      ($2,000,000 U.S.) due under Section 4.1(a) of the License Agreement, the first
      Twelve Million U.S. Dollars ($12,000,000 U.S.) due under Section 4.1(b)(i)
      of
      the License Agreement, and the purchase price for the equipment under the
      Equipment Agreements; provided, however that the Twelve Million U.S. Dollars
      ($12,000,000 U.S.) of payments under Section 4.1(b)(i) shall be the
      consideration for Management Support for the first four (4) years under the
      Current Agreement, ending March 31, 2008, instead of for the first five (5)
      years. 

    


    b.
       Additional
      Payments: GIG
      agrees to pay LCC Fifty Thousand U.S. Dollars ($50,000 US) on the last day
      of
      each month until the “Ready Date” as defined below, with the first payment due
      October 31, 2006. When GIG believes that its card manufacturing building is
      fully ready to have the card production equipment installed, including having
      the requisite electrical and other utility hook-ups in place and operative,
      GIG
      shall so notify LCC providing a certificate of its CEO. The date that GIG so
      notifies LCC is the “Ready Date”. 

    


    c.
       Management
      Support Fees: The
      last
      paragraph of Section 4(b)(i) of the License Agreement and the entirety of
      Section 4.1(b)(ii) of the License Agreement are replaced with the following:
      

    


    (ii)
      As
      consideration for Management Support during the three-year period of April
      1,
      2008 through March 31, 2011, GIG shall pay LCC Three million U.S. Dollars
      ($3,000,000 US) in twelve quarterly installments of Two Hundred Fifty Thousand
      U.S. Dollars ($250,000 US). The payments are due three (3) months in
      advance of the start of each quarter, meaning that the first payment is due
      on
      or before December 31, 2007. GIG will then have the option for each of the
      next
      thirteen (13) years to require that LCC provide Management Support for the
      upcoming April 1 to March 31 one-year period in exchange for GIG’s payment of
      One Million U.S. Dollars ($1,000,000 US). GIG must provide LCC with notice
      of
      its exercise of such option at least three (3) months in advance of each
      option year, otherwise GIG’s option for that year, and for all future years,
      will terminate. Such election must be in writing and accompanied by payment
      in
      full of the One Million U.S. Dollars ($1,000,000 US) charge. GIG’s choosing not
      to exercise any such option shall not have any impact on its licenses and other
      rights and obligations under the License Agreement. 

    


    


    


    4.      MANAGEMENT
      SUPPORT.
      During
      the period prior to the Facility becoming operational, Management Support shall
      also include, upon request by GIG, LCC providing input to GIG concerning the
      appropriate background and qualifications for the person who GIG would hire
      to
      operate the Facility. Upon request from GIG, LCC would participate in the
      screening of resumes and interview process of a handful of prospective
      candidates and would advise GIG of LCC’s views as to such candidates. GIG shall
      be the ultimate decision-maker and shall be solely responsible for whom it
      hires
      and may consider or not consider LCC’s input as it sees fit, with LCC having no
      responsibility for whether such person ultimately was or was not a good choice.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    5.     MISCELLANEOUS. The
      Current Agreement as amended by this Third Amendment constitutes the entire
      agreement of the parties, and supersedes all prior and contemporaneous
      understandings and agreements between the parties, with respect to its subject
      matter, and may be modified only by a writing signed by each party’s duly
      authorized representative. 

    


    


    Authorized
      Signatures

     

    In
      order
      to bind the parties to this Third Amendment, their duly authorized officers
      have
      signed their names below on the dates indicated.

     

    LASERCARD
      CORPORATION                                
GLOBAL
      INVESTMENTS GROUP

     

    


     

    By 
      /s/
      RICHARD HADDOCK           By 
      /s/
      ANTON KUHAR________

    


    Name
      Richard
      Haddock                                      Name
      Anton
      Kuhar                             


    


    Title
       CEO                                       
                                    Title 
      President                                     


     

    Date
      Executed   October
      27,
      2006                              Date
      Executed  October
      30, 2006       

     

     

                                                                Acknowledged
      and Agreed: 

     

                                                
Prevent
      LOK     

                                                


                                                
By 
      /s/
      JOZE
      KOZMUS                                                       


                               


                                                                Name 
      Joze
      Kozmus                                 
 
                                


             

                                                                Title
      __________________________

     

                                                               
Date
      Executed October
      30, 2006