EXHIBIT 10.3
AMENDMENT NO. 2 TO
SECURITY AGREEMENT
THIS AMENDMENT NO. 2 (the "AMENDMENT"), dated as of March 5,
2003, is by and between INTERLEUKIN GENETICS, INC., a Delaware corporation (the
"COMPANY"), and PYXIS INNOVATIONS INC., a Delaware corporation ("PYXIS").
The Company and Pyxis are parties to a Security Agreement
dated as of October 23, 2002, as amended January 28, 2003 (the "AGREEMENT").
Capitalized terms not otherwise defined in this Amendment shall have the
meanings given to them in the Agreement.
The parties agree as follows:
1. Section 2 of the Agreement is hereby deleted in its entirety and
replaced with the text of Section 2 that is set forth as follows:
2. INDEBTEDNESS SECURED. The foregoing security
interest is given to secure payment and performance of all
obligations and indebtedness that Debtor now and in the future
owes to Secured Party under this Agreement and the obligations
and indebtedness evidenced by the following instruments,
documents, or agreements which Debtor has signed:
INSTRUMENT, DOCUMENT OR AGREEMENT DATE AMOUNT
--------------------------------- ---- ------
Note Purchase Agreement, October 23, 2002
as amended
Amended and Restated Promissory Note October 23, 2002 $500,000
Amended and Restated Promissory Note November 14, 2002 $500,000
Amended and Restated Promissory Note December 16, 2002 $500,000
Amended and Restated Promissory Note January 28, 2003 $500,000
Promissory Note(s) * up to $1,500,000
Promissory Note * $525,000 (plus interest)
Every other promissory note given under the Note Purchase
Agreement, as amended
The indebtedness, obligations and any other item that this
security interest secures are collectively called the
"INDEBTEDNESS."
* The promissory note(s) for up to $1,500,000 and the
promissory note for $525,000 (plus interest) shall be
delivered pursuant to Section 2.3 of the Note Purchase
Agreement, as amended.
2. Except as amended hereby, all of the terms and conditions of the
Agreement shall remain in full force and effect. This Amendment shall
be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns.
* * *
This Amendment No. 2 to Security Agreement is signed as of the
date first written above.
INTERLEUKIN GENETICS, INC
By /s/ Xxxxx X. Xxxx
--------------------------------
Xxxxx X. Xxxx
Its Chief Financial Officer
PYXIS INNOVATIONS INC.
By /s/ Xxxx Xxxxxxxx
--------------------------------
Xxxx Xxxxxxxx
Its Duly Authorized Agent
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