AMENDMENT TO PURCHASE AGREEMENT
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This AMENDMENT TO PURCHASE AGREEMENT, dated as of May 30, 2002 (this
"Amendment"), is entered into by an between Biotherapies Incorporated, a
Michigan corporation ("Seller"), and Genesis Bioventures, Inc., a New York
corporation (Buyer").
RECITALS
WHEREAS, Buyer owns 2,166,300 shares of the issued and outstanding
capital stock of Seller;
WHEREAS, Buyer and Seller are parties to the Purchase Agreement, dated
November 30, 2001 (the "Purchase Agreement"), whereby Seller sold to Buyer all
of the membership interest in Biomedical Diagnostics Division, LLC, a Michigan
limited liability company (the "LLC") owned by the Seller (the "LLC Units");
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements set forth herein, Seller and Buyer hereby
agree as follows:
Section 2.4 (a) of the Purchase Amendment is hereby amended to read as follows:
2.4 ADDITIONAL PURCHASE PRICE. In a addition to the Base Purchase
Price, Buyer shall pay to Seller (the :ADDITIONAL PURCHASE
PRICE"):
(a) One Million Five Hundred Thousand Dollars ($1,500,000) (the
"Additional Funds") in immediately available funds prior to May 30,
2002, payable by wire transfer to an account designated in writing by
Seller. Buyer hereby agrees to pay Seller a penalty of $500.00 per day
for each day after May 30, 2002, that the Additional Funds remain
outstanding (the "Penalty Charge"); provided, however, that after
August 31, 2002, Seller shall accept the following common shares in
lieu of the Penalty Charge:
(i) If the Additional Funds have not been paid by September
1, 2002, then Buyer shall transfer 164,864 common shares of
Seller's capital stock to Seller as of September 1, 2002 and as
consideration for Seller's forbearance,
(ii) If the Additional Funds have not been paid by October
1, 2002, then Buyer shall transfer an additional 329,727 common
shares of Seller's capital stock to Seller as of October 1, 2002
and as consideration for Seller's forbearance,
(iii) If the Additional Funds have not been paid by November
1, 2002, then Buyer shall transfer an additional 329,728 common
shares of Seller's capital stock to Seller as of November 1, 2002
and as consideration for Seller's forbearance, or
(iv) If the Additional Funds have not been paid by December
1, 2002, then (A) buyer shall transfer an additional 601,094
common shares of Seller's capital stock to Seller as of December
1, 2002 and as consideration for Seller's forbearance, and (B)
any further obligations of Buyer to pay Seller the Additional
Funds shall be deemed satisfied as of December 1, 2002; and
All other terms and conditions of the Purchase Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the undersigned Buyer and Seller have caused this
Agreement to be duly executed as of the date first written above.
BUYER:
GENESIS BIOVENTURES, INC.
By: /s/ E. XXXX XXXXXXXXX
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E. Xxxx XxXxxxxxx
Chairman, President and Chief Executive Officer
SELLER:
BIOTHERAPIES INCORPORATED
By: /S/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
Chief Financial Officer
