EXHIBIT 10.51
FOURTH AMENDMENT
This Fourth Amendment (the "4th Amendment") is made and entered into as
of this 27th day of December 1999 by and between NATIONAL DIAGNOSTICS, INC., an
Florida corporation ("NDI") and American Xxxxxxxxxx.xxx, Corp., formerly known
as American Enterprise Solutions, Inc., a Florida corporation ("AESI").
RECITALS
WHEREAS, NDI and AESI have entered into that certain Merger Agreement
dated February 23, 1998 as amended by that certain First Amendment dated March
17, 1998 and that certain Second Amendment dated April 29, 1998 and that Third
Amendment dated July 24, 1998 (the "Agreement") pursuant to which it is
contemplated with AESI will be merged (the "Merger") with and into NDI under the
terms and conditions specified in the Agreement; and
WHEREAS, Section 4.1 of the Agreement currently provides, among other
things, that the Closing of the Merger shall occur on July 31, 1998, or as soon
as practicable after all conditions to Closing shall have been satisfied or
waived, or at such other time and date as NDI and AESI may mutually agree; and
WHEREAS, AESI and NDI have mutually agreed that the date of Closing the
Merger shall be on or before December 31, 2000, or as soon as practicable after
all conditions to Closing shall have been satisfied or waived, or at such other
time and date as NDI and AESI may mutually agree; and
WHEREAS, Section 13.1(ii) of the Agreement currently provides, among
other things, that AESI (acting through its board of directors) shall have the
right to terminate the Agreement if the Closing shall not have occurred by
December 31, 1998; and
WHEREAS, AESI and NDI have mutually agreed that Section 13.1(ii) of the
Agreement should be amended to reflect the fact that AESI (acting through its
board of directors) shall have the right to terminate the Agreement if the
Closing has not occurred by December 31, 2000.
NOW, THEREFORE, in consideration of the premises set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
agree that the Agreement is hereby amended to incorporate and reflect the
following facts, terms and conditions:
Section 4.1 of the Agreement is hereby amended to read as follows:
4.1 PLACE AND DATE OF CLOSING. Delivery of the stock
certificates referred to in Section 3 above, and
consummation of the other transactions contemplated by
this Agreement (hereinafter referred to as the
"Closing") shall take place at the offices of AESI, 0000
X. Xxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000 (or at
such other location as may be agreed upon by AESI and
NDI) on or before December 31, 2000, or as soon as
practicable after all conditions to Closing shall have
been satisfied or waived, or at such other time and date
as NDI and AESI may mutually agree, which date shall be
referred to as the "Closing Date."
Section 13.1(ii) of the Agreement is hereby amended to read as follows:
(ii) by AESI (acting through its board of directors) if the
transactions contemplated by this Agreement to take
place at the Closing shall not have been consummated by
December 31, 2000, unless the failure of such
transaction s to be consummated is due to the willful
failure of such transactions to be consummated is due to
the willful failure of AESI to perform any of its or his
obligations under this Agreement to the extent required
to be performed by it prior to or on the Closing Date:
or
This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute but
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first written above.
NATIONAL DIAGNOSTICS, INC.
BY: /s/ XXXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President & Director
AMERICAN XXXXXXXXXX.XXX, CORP.
BY: /s/ XXXXXXXX X. XXXXXXX, PH.D.
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Name: Xxxxxxxx X. Xxxxxxx, Ph.D.
Title: President & Director
