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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2
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
