Amendment Agreement to Warrants between Cyber Defense Systems, Inc. and AJW Partners, LLC et al.

Summary

Cyber Defense Systems, Inc. and several investor entities have agreed to amend the terms of certain warrants originally issued in 2005. The amendments set the exercise price at $0.45 per share and extend the expiration date of the warrants to September 8, 2013. All other terms of the warrants remain unchanged. The agreement also cures any existing defaults or deficiencies related to these warrants as of September 8, 2006. Both parties agree to take any further actions necessary to implement these changes.

EX-10.2 3 v052880_ex10-2.txt EXHIBIT 10.2 CYBER DEFENSE SYSTEMS, INC. 10901 Roosevelt Boulevard St. Petersburg, FL 33716 September 11, 2006 AJW Partners, LLC New Millennium Capital Partners II, LLC AJW Offshore, Ltd. AJW Qualified Partners, LLC 1044 Northern Boulevard Suite 302 Roslyn, New York 11576 Re: Cyber Defense Systems, Inc. (the "Company") - Amendment of Warrants Ladies and Gentlemen: This letter sets forth the agreement of the parties hereto to amend the exercise price and maturity of certain warrants, which are convertible into shares of the Company's class A common stock, par value $.001 per share (the "Common Stock"), originally issued by the Company to the investors listed in the signature pages hereto (collectively, the "Investors"), on April 11, 2005, May 25, 2005 and August 3, 2005 ( the "Warrants"). By execution hereof, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that: 1. The exercise price shall be $.45 per share for all Warrants. 2. The term for all of the Warrants shall be extended from 5 years to a 7 year term such that all the Warrants shall expire on September 8, 2013. 3. The Warrants are hereby amended in accordance with the foregoing provision. All other provisions of the Warrants, as amended from time to time, shall remain in full force and effect. 4. All deficiencies in the current agreements and any existing defaults relating to all transactions thru 9-08-2006 are hereby cured by the Amendment of Warrants. The parties shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other parties hereto may reasonably request in order to carry out the intent an accomplish the purposes of this letter agreement, including without limitation the issuance of amended Notes. Please signify your agreement with the foregoing by signing a copy of this letter where indicated and returning it to the undersigned. Sincerely, CYBER DEFENSE SYSTEMS, INC. /s/ William C. Robinson ---------------------------------------- William C. Robinson Chief Executive Officer and President ACCEPTED AND AGREED: AJW PARTNERS, LLC. By: SMS GROUP, LLC By: /s/ Corey S. Ribotsky - ------------------------- Corey S. Ribotsky, Manager NEW MILLENNIUM CAPITAL PARTNERS II, LLC By: FIRST STREET MANAGER II, LLC, By: /s/ Corey S. Ribotsky - ------------------------- Corey S. Ribotsky, Manager AJW OFFSHORE, LTD. By: FIRST STREET MANAGER II, LLC By: /s/ Corey S. Ribotsky - ------------------------- Corey S. Ribotsky, Manager AJW QUALIFIED PARTNERS, LLC By: AJW MANAGER, LLC By: /s/ Corey S. Ribotsky - ------------------------- Corey S. Ribotsky, Manager