Exhibit 4.1
AMENDMENT TO PERSONAL EMPLOYMENT AGREEMENT
This Agreement (the "Agreement"), which shall be effective as of June 22, 2005,
is made by and among m-Wise, Inc., a company organized under the laws of the
State of Delaware, USA (the "Company"), the Company with principal places of
business at 3 Sapir St., Herzliya 46728; and Gabriel (Gabi) Kabazo, residing at
456 Moberly Road, Vancouver, Canada (the "Employee").
WITNESSETH
WHEREAS, the Company desires to issue Employee 5,000,000 shares of the Company's
common stock (the "Shares") valued at the closing price of the Company's
common stock on the day prior to the date hereof; and
WHEREAS, the Employee agrees to render services subject to and in accordance
with the provisions of the Personal Employment Agreement dated October 1,
2002 ("Employment Agreement").
NOW THEREFORE, in consideration of the mutual promises contained herein, and
intending to be legally bound, the parties hereto hereby declare and agree as
follows:
1. Issuance of the Shares
1.1 The Company agrees to issue the Shares to the Employee for serving as
Chief Financial Officer of the Company.
1.2 The Employee acknowledged and agreed to perform the services consistent
with the Employment Agreement.
The Employee acknowledges and agrees that the issuance of the Shares is
subject to the Employment Agreement.
1.3 The Employee and the Company acknowledge that the Shares are being issued
for valid services rendered and do not relate to any investor relation
services and are not being issued in connection with any financing
undertaken by the Company.
2. Term and Termination
2.1 This Agreement shall be in effect as of the date hereof, and shall
continue to be in full force and effect for an undefined period, until
terminated as hereafter provided.
2.2 Upon termination of the employment relationship pursuant to Section 5 of
the Employment Agreement the Company will not have any further obligation
or liability under this Agreement.
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3. Entire Agreement; Amendment; Severability
3.1. This Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and contains all of the
promises, understandings, undertakings, and other representations made by
the parties to each other, all of which are merged herein.
3.2. This Agreement shall prevail over any prior agreement, understanding,
promise or undertaking of the parties, whether written or oral, with
respect to the subject matter hereof, all of which are merged herein.
3.3. This Agreement shall not be amended, modified or varied other than by
written instrument executed by both parties or their duly authorized
representatives.
3.4. No failure or delay of either party hereto in exercising any power or
right hereunder shall in any way restrict or diminish such party's rights
and powers under this Agreement, or operate as a waiver of any breach or
non-performance by either party of any of the terms or conditions hereof.
3.5. If any provision of this Agreement (including any sentence, clause or part
thereof) shall be adjudicated to be invalid or unenforceable, such
provisions shall be deemed amended to delete therefrom the portion thus
adjudicated to be invalid or unenforceable, such deletion to apply only
with respect to the operation of such provision in the particular
jurisdiction in which such adjudicate is made. Any determination of the
invalidity or unenforceability of any provision of the Agreement shall not
affect the remaining provisions hereof unless the business purpose of this
Agreement is substantially frustrated thereby.
4. Notice; Addresses
4.1. The addresses of the parties hereto for purposes of this Agreement shall
be the addresses set forth above, or any other address which shall be
provided by due notice.
4.2. All notices in connection with this Agreement shall be sent by registered
mail, transmitted by facsimile or other electronic communication or
delivered by hand to the addresses set forth above, and shall be deemed to
have been delivered to the other party, if sent by registered mail, three
(3) business days from the date of mailing; or if delivered by hand, upon
actual delivery or proffer of delivery. Delivery by facsimile or other
electronic communication shall be deemed to have received upon electronic
confirmation of receipt.
5. Miscellaneous
5.1. The preamble to this Agreement constitutes an integral part hereof.
5.2. Headings are included for convenience purposes only and are not to be used
in interpreting this Agreement.
5.3. The provisions of this Agreement are in lieu of any provisions of any
collective bargaining agreement, and therefore, no collective bargaining
agreement shall apply with respect to the relationship between the parties
hereto (subject to the applicable lawful provisions).
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5.4. This Agreement is personal and non-assignable by the Employee. This
Agreement shall inure to the benefit of the Company and m-Wise's
successors and assigns.
5.5. It is hereby agreed between the parties that the laws of the State of
Israel shall apply to this Agreement and that the sole and exclusive place
of jurisdiction in any matter arising out of or in connection with this
Agreement shall be the applicable court of the Tel-Aviv-Jaffa District.
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IN WITNESS WHEREOF the parties affix their signatures hereto, effective as of
the date first above written.
M-WISE, INC. GABRIEL KABAZO
Signature: /s/ Shay Ben Asulin Signature: /s/ Gabriel Kabazo
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Name: Shay Ben Asulin
Title: Chairman