Exhibit 10.1
[CompuMed letterhead]
AMENDMENT TO WARRANT AGREEMENT
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AMENDATORY AGREEMENT, dated as of July 29, 1997,
between CompuMed, Inc., a Delaware corporation (the "Company"),
and U.S. Stock Transfer Corporation, a California corporation
(the "Warrant Agent").
WHEREAS, the Company and the Warrant Agent entered into
a Warrant Agreement, dated as of August 3, 1992 (the "Warrant
Agreement"), pursuant to which the Company retained the Warrant
Agent to act on behalf of the Company in connection with the
issuance, transfer, exchange and replacement of Warrant
Certificates for Warrants issued by the Company as part of Units
in a 1992 public offering;
WHEREAS, each Warrant Certificate presently entitles
the registered holder to purchase on or before the close of
business on August 2, 1997 (the "Expiration Date") one fully paid
and nonassessable share of Common Stock at an Exercise Price of
$3.75 for each ten Warrants evidenced by such Certificate;
WHEREAS, the Board of Directors of the Company has
decided to extend the Expiration Date of the Warrants for two
years; and
WHEREAS, the Company and the Warrant Agent wish to
amend the Warrant Agreement to provide for the extension of the
Expiration Date;
NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein set forth, the parties hereto agree
to the following:
1. EXPIRATION DATE. The Expiration Date as set forth
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in the first paragraph of Section 2 of the Warrant Agreement
shall be changed to on or before the close of business on August
2, 1999. All references in the Warrant Agreement to August 2,
1997 shall be changed to August 2, 1999.
2. EFFECT OF AMENDMENT. The Company and the Warrant
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Agent shall take all actions as may be required under the Warrant
Agreement to effect the extension of the Expiration Date,
including, but not limited to, marking the extended Expiration
Date on the Warrant Certificates submitted for transfer, exchange
or replacement, and having the termination of the Warrant
Agreement be as of the extended Expiration Date or as otherwise
provided in Section 27 of the Warrant Agreement.
3. WARRANT AGREEMENT REMAINS IN FORCE. Except as
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expressly set forth in this Amendatory Agreement, the Warrant
Agreement remains unmodified and in full force and effect.
4. MISCELLANEOUS.
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4.1 DEFINED TERMS. Terms used as defined terms in
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this Amendatory Agreement without definition shall have the same
definition as the defined term in the Warrant Agreement.
4.2 COUNTERPARTS. This Amendatory Agreement may be
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executed in one or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the
same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendatory Agreement to be duly executed as of the day and year
first written above.
COMPUMED, INC.
By: /s/ Xxx Xxxxxxxxx
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Xxx Xxxxxxxxx, President
U.S. STOCK TRANSFER CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: XXXXXXX X. XXXXX
Title: VICE PRESIDENT