Exhibit 10.11
June 25, 2004
DataLogic International, Inc.
18301 Von Karman, Suite 250
Irvine, California 92612
Attn: Keith Nguyen
Re: Restricted Account: Account
Number_____________________ ,
Account Name: DataLogic International Inc., maintained at North
Fork Bank (the "Restricted Account").
Reference is
made to (i) that certain Securities Purchase Agreement,
dated as of June 25, 2004 (as amended,
modified or supplemented from time to
time, the "Purchase Agreement"), by and
between DataLogic International, Inc.,
a Delaware corporation (the "Company"), and
Laurus Master Fund, Ltd. (the
"Purchaser") and (ii) that certain
Restricted Account Agreement, dated as of
June 25, 2004 (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
Purchase Agreement or the Restricted
Account Agreement, as applicable.
Pursuant to the
Section 3.2 of the Purchase
Agreement, the Company is required to place
$1,250,000 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 that, so
long as the Amortizing Principal
Amount (as defined in the Note) at such
time has been reduced (through
conversions or otherwise) to $0, promptly
following any conversion of a
Monthly Principal Amount (as defined in the
Note) or such other Principal
Amounts into Common Stock of the
Company
