**Exhibit 10.6**

** **

**AMENDMENT TOLOAN AGREEMENT**

 

Second Amendment(this “Second Amendment”) dated as of February 20, 2003 between MEDISTECHNOLOGIES LTD. (the “Borrower”) and FLEET NATIONAL BANK (the “Bank”).

 

WHEREAS, theBorrower and the Bank are parties to a Loan Agreement dated as of December 29,2000 (the “Agreement”); and

 

WHEREAS, theBorrower and the Bank entered into the First Amendment to the Agreement, datedas of October 24, 2002 and effective as of September 30, 2002, amending thedefinition of Termination Date to read December 26, 2003; and

 

WHEREAS, theBorrower has requested that the Bank amend, and the Bank has agreed to amendcertain provisions of the Agreement.

 

NOW, THEREFORE,the parties hereto hereby agree as follows:

 

1.             All capitalized terms used herein, unless otherwisedefined herein, have the same meanings provided therefor in the Agreement.

 

2.             The definition of Termination Date as defined in Section1.1 (Defined Terms) of the Agreement is hereby amended in its entirety to readas follows:

 

“Termination Date”shall mean July 1, 2004 or, if such date is not a Business Day, the BusinessDay next succeeding such date.

 

3.             The Borrower hereby represents and warrants to the Bankthat:

 

(a)           Each and every of the representationsand warranties set forth in the Agreement and/or the documents executedpursuant thereto or in connection therewith is true as of the date hereof andwith the same effect as though made on the date hereof, and is herebyincorporated herein in full by reference as if fully restated herein in itsentirety.

 

(b)           No Default or Event of Default and noevent or condition which, with the giving of notice or lapse of time or both,would constitute such a Default or Event of Default, now exists or would exist.

 

4.             All obligations in connection with the Agreement are andshall continue to be (i) secured by the collateral referenced in theAgreement and more fully described in one or more pledge agreements in favor ofthe Bank and (ii) guaranteed by the Guarantors referenced in the Agreementpursuant to Guarantees in favor of the Bank.

 

5.             By their execution of this amendment in the spaceprovided below, each of the guarantors indicated below hereby consent to thisSecond Amendment and reaffirm their continuing liability under their respectiveguarantees, in respect of the Agreement as amended hereby and all thedocuments, instruments and agreements executed pursuant thereto or in 

 

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connectiontherewith, without offset, defense or counterclaim (any such offset, defense orcounterclaim as may exist being hereby irrevocably waived by such guarantors).

 

6.             The amendments set forth herein are limited precisely aswritten and shall not be deemed to (a) be a consent to or a waiver of anyother term or condition of the Agreement or any of the documents referred totherein or (b) prejudice any right or rights which the Bank may now haveor may have in the future under or in connection with the Agreement or anydocuments referred to therein.  Wheneverthe Agreement is referred to in the Agreement or any of the instruments,agreements or other documents or papers executed and delivered in connectiontherewith, it shall be deemed to mean the Agreement as modified by this SecondAmendment.

 

7.             This Second Amendment shall be effective as of the datefirst above written; *provided that* this Second Amendment shallnot be effective unless and until (i) the Bank shall have receivedcounterparts  of this Second Amendmentduly signed by the Borrower and Guarantors, (ii) the Borrower shall havepaid the Bank an administrative fee in connection with this Second Amendment,which fee is $2,500.00 and (iii) the Bank shall have received evidence ofsuch proper corporate organization, existence, authority and appropriatecorporate proceedings with respect to the Borrower and the matters addressed bythis Second Amendment and the documents, instruments and agreements executedpursuant hereto or in connection herewith, and such other certificates,instruments, and documents as the Bank shall reasonably request.

 

8.             This Second Amendment may be executed by the partieshereto individually or in any combination, in one or more counterparts, each ofwhich shall be an original and all of which shall together constitute one andthe same agreement.

 

IN WITNESSWHEREOF, the parties hereto have caused this Second Amendment to be dulyexecuted and delivered by their respective duly authorized officers as of thedate first above written.

 
|   | MEDIS TECHNOLOGIES LTD.            |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By:                                | /s/ HOWARD WEINGROW |
|   | Name:  Howard Weingrow        |
|   | Title:    President |
|   |                               |
|   |                               |
|   | FLEET NATIONAL BANK                |
|   |                               |
|   |                               |
|   | By:                                | /s/ MICHAEL M. DWYER |
|   | Name:  Michael M. Dwyer       |
|   | Title:                             |
|        |                                    |  |  |

 

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Each of theguarantors indicated below hereby consent to this Second Amendment and reaffirmtheir continuing liability under their respective guarantees in respect of theAgreement as amended hereby and all the documents, instruments and agreementsexecuted pursuant thereto or in connection therewith, without offset, defenseor counterclaim (any such offset, defense or counterclaim as may exist beinghereby irrevocably waived by such guarantors).

 
|   | PLAZA HOTEL MANAGEMENT COMPANY   |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | By:                              | /s/ HOWARD WEINGROW |
|   | Name:  Howard Weingrow      |
|   | Title:    Partner |
|   |                             |
|   |                             |
|   | /s/ HOWARD WEINGROW              |
|   | Howard Weingrow, Individually    |
|   |                             |
|   |                             |
|   | /s/ ROBERT LIFTON                |
|   | Robert Lifton, Individually      |

 

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