Exhibit
10.11
MODIFICATION,
AMENDMENT AND WAIVER AGREEMENT
This Modification,
Amendment and Waiver Agreement (“Agreement”) dated as
of February 8, 2006 is entered into by and among SVC Financial
Services Inc., a Colorado corporation (the “Company”)
and the subscribers identified on the signature page hereto (each a
“Subscriber” and collectively
“Subscribers”).
WHEREAS, the Company and
the Subscribers are parties to a Subscription Agreement
(“Subscription Agreement”) dated September 30, 2005
relating to an aggregate investment by Subscribers in $1,500,000 of
principal amount of promissory notes of the Company convertible
into shares of the Company’s no par value common stock and
Warrants in the amounts set forth on Schedule A attached hereto;
and
WHEREAS, on the Initial
Closing Date $750,000 of the Purchase Price was paid to the Company
and up to $750,000 of the Purchase Price was payable within five
business days after the Actual Effective Date and upon the
completion of the Second Closing Milestones, which is the Second
Closing Date.
NOW THEREFORE, in
consideration of the mutual covenants and other agreements
contained in this Agreement, the Company and the Subscribers hereby
agree as follows:
1.
All the capitalized
terms employed herein shall have the meanings attributed to them in
the Subscription Agreement and the documents and agreements
delivered therewith (“Transaction
Documents”).
2.
The Company has
withdrawn the SB-2 Registration Statement filed on November 10,
2005 and will file a registration statement relating to all the
Registrable Securities within fifteen days of the closing of the
funding by Whalehaven Capital Fund Ltd. as described herein
(“New Registration Statement”).
3.
Whalehaven Capital Fund
Ltd., one of the Subscribers, agrees to accelerate a funding of
$200,000 of the Second Closing Purchase Price (“Interim
Funding”), despite the non-occurrence of the conditions to
the Second Closing.
4.
The Company
acknowledges that the Liquidated Damages as described in Section
11.4 of the Subscription Agreement equal to two percent (2%) for
each thirty (30) days or part thereof of the Purchase Price of the
Notes remaining unconverted and Purchase Price of Shares issued
upon conversion of the Notes owned of record by the Subscribers
which are subject to a Non-Registration Event have accrued and are
continuing to accrue from the Closing Date and will continue to
accrue until the effectiveness of the New Registration
Statement.
5.
The default interest
rate of 15% as provided for in Section 1.2 of the Secured
Convertible Notes shall apply to the Initial Closing Notes pending
the compliance by the Company with the terms of the Transaction
Documents. The Company further acknowledges th
