Warrant Repurchase Agreement between Data Systems & Software Inc. and Bank Leumi USA/Bank Leumi le Israel B.M.

Summary

Data Systems & Software Inc. agrees to repurchase two warrant certificates from Bank Leumi USA and Bank Leumi le Israel B.M. for a total of $375,000. The transaction will close by September 27, 2000, upon payment and delivery of the original warrants. After the sale, the warrants will be cancelled and the holders will have no further rights. This agreement outlines the terms and process for the repurchase and cancellation of the warrants.

EX-10.11 3 c20424-ex1011.txt WARRANT REPURCHASE DATA SYSTEMS & SOFTWARE INC. ================================================================================ 200 ROUTE 17, MAHWAH, NEW JERSEY 07430 ###-###-#### FAX: (201) 529-3163 September 25, 2000 Bank Leumi USA 564 Fifth Avenue New York, New York 10036 Dear Sirs: Reference is made to (i) the Warrant Agreement dated as of August 30, 1999 (the "Warrant Agreement"), between the Data Systems & Software Inc. (the "Company") and the holders referred to therein (the "Holders") and (ii) Warrant Certificate No. W-1 for 83,333 Warrants and Warrant Certificate No. W-2 for 166,667 (collectively, the "Warrants") issued pursuant to the Warrant Agreement. The Company desires to repurchase the Warrants and the respective holders of the Warrants desire to sell the Warrants to the Company at a price of $1.50 per Warrant. The parties therefore hereby agree as follows: 1. In consideration of the payment by the Company of an aggregate of $ 124,999.50, Bank Leumi USA hereby agrees to sell to the Company, and the Company hereby agrees to repurchase from Bank Leumi USA, Warrant Certificate No. W-1. 2. In consideration of the payment by the Company to the respective holder thereof of an aggregate of $ 250,000.50 , Bank Leumi le Israel B.M. hereby agrees to sell to the Company, and the Company hereby agrees to repurchase from Bank Leumi le Israel B.M, Warrant Certificate No. W-2. 3. The closing of the sale of Warrants shall take place on or before September 27, 2000, upon the wire by the Company to Bank Leumi USA, as agent for the Holders, of an aggregate of $ 375,000 in full payment of the repurchase price for the Warrants, against delivery to the Company of the original Warrants. 4. After the closing of the transaction the Warrants will be cancelled and neither of the Holders shall have any rights thereunder whatsoever. If the foregoing accurately sets forth our agreement please execute a copy of in the space indicated and return it to us by fax.. Very truly yours, George Morgenstern President AGREED AND ACCEPTED: BANK LEUMI USA BANK LEUMI LE ISRAEL B.M By:______________________ _________________________ Name: Name: Title: Title: