10.1 Agreement with Goodbody International, Inc.
GOODBODY INTERNATIONAL, INC.
0000 Xxxxxxx Xxxxx, Xxxxx X
Xxxxxxx, XX 00000
AMENDMENT
March 15, 2000
Mr. M. Xxx Xxxxxxxx
Miracor Diagnostics, Inc.
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Dear Xxx:
This letter is an amendment to your September 17, 1999, Letter of Agreement with
Goodbody International, Inc. (GBI) regarding proposed financings involving
Xxxxxx Institutional Finance.
* Regarding a proposed Private Placement, GBI agrees to accept as its fee,
(thereby replacing the fee stated in the September 17, 1999 Agreement):
o A cash fee of 2% of the gross proceeds received.
o A warrant to purchase a number of shares of Common Stock equal to
5% of the amount raised. The warrant will have the same terms,
conditions, and exercise price as the Xxxxxx warrant.
o 144 Restricted Stock at $1.00 per share in the amount of 3% of
the gross proceeds received including piggyback registration
rights.
* Regarding a proposed Equity Line of Credit, GBI agrees to accept as its fee,
(thereby replacing the fee stated in the September 17, 1999 Agreement):
o 50,000 shares of 144 Restricted Stock with piggyback registration
rights, issued at the end of the Xxxxxx "Document Review Period,"
as defined in the Xxxxxx Letter of Agreement.
o A cash fee be paid to GBI within 24 hours of receiving each
Equity Line payment from Xxxxxx over the three-year commitment as
follows:
1st Million 5%
2nd Million 4%
3rd Million 3%
4th Million 2%
5th Million 1%
o A five-year warrant to purchase 260,000 Common Shares of MRDG, to
be issued at the same time the Xxxxxx Commitment Warrant is
issued and to be earned and exercisable at the end of the Xxxxxx
"Document Reviews Period," as defined in the Xxxxxx Letter of
Agreement. The warrant will have the same terms, conditions and
exercise price, as the Xxxxxx Commitment Warrant. In addition, a
warrant to purchase a number of shares of Common Stock equal to
8% of each put (amount raised) will be issued to GBI during the
three-year life of the Equity Line. These warrants will have the
same terms, conditions, and exercise prices as the Xxxxxx
warrants issued with each put.
Agreed to this 15th day of March 2000.
Goodbody International, Inc. Miracor Diagnostics, Inc.
/S/ Xxxxxx X. Xxxx /S/ M. Xxx Xxxxxxxx
--------------------------- -----------------------------
Xxxxxx X. Xxxx, CEO M. Xxx Xxxxxxxx, CEO
