EX-10
from SB-2/A
~5
pages
Reference Is Made to (I) That Certain Securities Purchase Agreement, Dated as of February 28, 2005 (As Amended, Modified or Supplemented From Time to Time, the "Purchase Agreement"), by and Between Elinear, Inc., a Delaware Corporation (The "Company"), and Laurus Master Fund, Ltd. (The "Purchaser") and (II) That Certain Restricted Account Agreement, Dated as of February 28, 2005 (As Amended, Modified or Supplemented From Time to Time, the "Restricted Account Agreement"), by and Among the Company, Laurus and North Fork Bank (The "Bank"). Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Ascribed Them in the Restricted Account Agreement, as Applicable. Pursuant to Section 3.2 of the Purchase Agreement, the Company Is Required to Place $3,860,000 in the Restricted Account, And, Subject to the Provisions of This Letter, the Purchase Agreement and Any Related Agreement, Maintain Such Amount in the Restricted Account for as Long as the Purchaser Shall Have Any Obligations Outstanding Under the Note and to Assign the Restricted Account for the Benefit of the Purchaser as Security for the Performance of the Company's Obligations to the Purchaser. the Purchaser and the Company Desire to Clarify Certain Aspects Regarding the Use of Funds Contained in the Restricted Account, and for Good Consideration, the Receipt and Sufficiency of Which Is Here Acknowledged, the Company and the Purchaser Agree as Follows
12/34/56
EX-10
from SB-2/A
~5
pages
Reference Is Made to (I) That Certain Securities Purchase Agreement, Dated as of February 28, 2005 (As Amended, Modified or Supplemented From Time to Time, the "Purchase Agreement"), by and Between Elinear, Inc., a Delaware Corporation (The "Company"), and Laurus Master Fund, Ltd. (The "Purchaser") and (II) That Certain Restricted Account Agreement, Dated as of February 28, 2005 (As Amended, Modified or Supplemented From Time to Time, the "Restricted Account Agreement"), by and Among the Company, Laurus and North Fork Bank (The "Bank"). Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Ascribed Them in the Restricted Account Agreement, as Applicable. Pursuant to Section 3.2 of the Purchase Agreement, the Company Is Required to Place $3,860,000 in the Restricted Account, And, Subject to the Provisions of This Letter, the Purchase Agreement and Any Related Agreement, Maintain Such Amount in the Restricted Account for as Long as the Purchaser Shall Have Any Obligations Outstanding Under the Note and to Assign the Restricted Account for the Benefit of the Purchaser as Security for the Performance of the Company's Obligations to the Purchaser. the Purchaser and the Company Desire to Clarify Certain Aspects Regarding the Use of Funds Contained in the Restricted Account, and for Good Consideration, the Receipt and Sufficiency of Which Is Here Acknowledged, the Company and the Purchaser Agree as Follows
12/34/56