EXHIBIT 10.17
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT, effective as of
February 1, 1999, by and among PATIENT INFOSYSTEMS ACQUISITION CORP., a Delaware
corporation ("Buyer"); PATIENT INFOSYSTEMS, INC., a Delaware corporation
("Parent"); and HEALTHDESK CORPORATION, a California corporation ("Seller").
RECITALS:
WHEREAS, the parties are parties to an Asset Purchase Agreement, dated
as of September 29, 1998, as amended by First Amendment to Asset Purchase
Agreement, effective as of December 1, 1998 (the Asset Purchase Agreement, as so
amended, the "Agreement"; capitalized terms used herein and not otherwise
defined have the meanings set forth in the Agreement), pursuant to which Seller
has agreed to sell to Buyer, and Buyer has agreed to purchase from Seller,
substantially all of the assets and properties used in the Business;
WHEREAS, the parties desire to further amend the Agreement to extend
the closing date and termination dates, all as more fully set forth herein.
NOW, THEREFORE, for good and valuable consideration, the parties hereto
agree as follows:
1........Article 3 of the Agreement is amended to change the reference
to "January 31, 1999" in the last sentence to "March 15, 1999."
2........Section 16.2 of the Agreement is amended to change each
reference to "January 31, 1999" therein to "March 15, 1999."
3........Except as specifically amended by and/or inconsistent with
this Second Amendment, all of the terms and conditions of the Agreement shall
remain unchanged and in full force and effect and are hereby ratified, adopted
and confirmed in all respects. All references to the Agreement in any document
or instrument shall hereafter be deemed to refer to the Agreement as amended by
this Second Amendment.
4........This Second Amendment may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same agreement and shall become effective
when one or more counterparts have been executed by each of the parties and
delivered to the others.
5........This Second Amendment shall be governed by the laws of the
State of New York.
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as of the date and year set forth above.
......... PATIENT INFOSYSTEMS
......... ACQUISITION CORP.
......... By: /s/ Xxxxxx X. Xxxxxxxx
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......... Name: Xxxxxx X. Xxxxxxxx
......... Title: President & CEO
......... PATIENT INFOSYSTEMS, INC.
......... By: /s/ Xxxxxx X. Xxxxxxxx
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......... Name: Xxxxxx X. Xxxxxxxx
......... Title: President & CEO
......... HEALTHDESK CORPORATION
......... By: /s/ Xxxxx X. Xxxxxx
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......... Name: Xxxxx X. Xxxxxx
......... Title: Vice President
