EXHIBIT 4.6
LA JOLLA COVE INVESTORS, INC.
2250 UNION STREET, SUITE 301
SAN FRANCISCO, CALIFORNIA 94123
TELEPHONE: (415) 409-8703
FACSIMILE: (415) 409-8704
E-MAIL: LJCI@PACBELL.NET
LA JOLLA www.ljcinvestors.com
SAN FRANCISCO
March 27, 2003
Jay W. Downs
Diatect International Corporation
875 S. Industrial Parkway
Heber City, UT 84032
Dear Jay:
This letter shall serve as an addendum to the following documents: 8 % Convertible Debenture, Registration Rights Agreement, Securities Purchase Agreement and the Warrant to Purchase Common Stock. Capitalized terms shall have the meaning set forth in the respective documents. The following changes and additions are hereby made and agreed upon:
1.
The second sentence of Section 3.1(a) of the Convertible Debenture is hereby amended to read as follows:
“The number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted multiplied by eleven, minus the product of the Conversion Price multiplied by ten times the dollar amount of the Debenture being converted, divided by the Conversion Price.”
2.
The first sentence of the second paragraph of the Warrant to Purchase Common Stock is hereby amended to read as follows:
“The Company hereby grants to Holder the right to purchase that number of shares of the Company’s Common Stock (the “Shares” or “Warrant Shares”) equal to ten (10) times the dollar amount of the Debenture being converted.”
3.
Section 1.4 of the Warrant to Purchase Common Stock is hereby amended to read as follows:
“The Exercise Price of this Warrant shall be $1.00.
Sincerely,
Travis W. Huff
Portfolio Manager
Agreed to:
Diatect International Corporation
By: __________________________
Title: _________________________
