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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 partie
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