AMENDMENT NO. 1
to
STOCK PURCHASE AGREEMENT
DATED AS OF MAY 14, 2001
by and among
The Sagemark Companies Ltd., Pamels Corp., Xxxx X. Xxxxxxxxx Revocable Trust,
Xxxx Capital, Inc., Bocara Corporation, Mercury Capital Corp.,
Premier P.E.T. Imaging International, Inc.
and Premier Cyclotron International Corp.
For the purpose of extending the term of the working capital loan to be
made by Purchaser to Premier pursuant to Section 7.2 of the aforesaid Stock
Purchase Agreement (the "Stock Purchase Agreement") from three (3) years to six
(6) years, Section 7.2 is hereby amended to read, in its entirety, as follows:
"7.2. Working Capital and Guaranty. On the Closing Date,
Purchaser will provide or otherwise make available $1,000,000 of working capital
to Premier which may only be utilized by Premier for the purpose of establishing
and operating the Pet Centers. Such funds will be loaned to Premier by
Purchaser, such loan to be evidenced by a subordinated promissory note of
Premier, the terms of which shall not require the payment of any principal or
interest thereon (except to the extent required under applicable IRS
regulations) until six (6) years from the date that the first of such funds are
provided to Premier and shall provide for the subordination of the indebtedness
evidenced by such note to any indebtedness of Premier resulting from the
financing of any PET Scanning Equipment. In addition, and to the extent
required, Purchaser will guarantee any and all obligations incurred by Premier
pursuant to any lease or purchase agreements for Pet Scanning Equipment between
Premier and the manufacturer or supplier of such Pet Scanning Equipment or
between Premier and any entity that provides financing for the acquisition of
any such Pet Scanning Equipment including, but not limited to, DVI Financial
Services, Inc."
All capitalized terms used but not defined herein will have the
meanings ascribed to them in the Stock Purchase Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
the Stock Purchase Agreement as of the 14th day of May, 2001.
PURCHASER:
ATTEST: THE SAGEMARK COMPANIES LTD.
______________________ By: /s/ XXXXXX X. XXXXXX
---------------------------------
______________________ Xxxxxx X. Xxxxxx, Chairman of the Board
Print Name and Title
[SIGNATURES CONTINUE]
SELLING STOCKHOLDERS:
ATTEST: PAMELS CORP.
_____________________ By: /s/ XX. XXXXXXX X. XXXXXXXX
Print Name ---------------------------------
Xx. Xxxxxxx X. Xxxxxxxx, President
WITNESS: XXXX X. XXXXXXXXX REVOCABLE TRUST
_____________________ By: /s/ XXXX X. XXXXXXXXX
Print Name ----------------------------------
Xxxx X. Xxxxxxxxx, Trustee
ATTEST: XXXX CAPITAL, INC.
_____________________ By: /s/ XXXXXXXX X. XXXXXXX
----------------------------------
_____________________ Xxxxxxxx X. Xxxxxxx, President
Print Name and Title
ATTEST: BOCARA CORPORATION
_____________________ By: /s/ XXXXXX X. XXXXXXX
----------------------------------
_____________________ Xxxxxx X. Xxxxxxx, President
Print Name
ATTEST: MERCURY CAPITAL CORP.
______________________ By: /s/ DR. XXXXXX XXXXXXXXX
----------------------------------
______________________ Dr. Xxxxxx XxXxxxxxx, President
Print Name
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