Exhibit 10.2
AMENDMENT NO. 1 TO LETTER OF INTENT
This Amendment No. 1 to that certain Letter of Intent (this
"Amendment"), dated as of June 13, 2001, by and between Gold Standard, Inc., a
Utah corporation ("Gold Standard"), and Vector Medical Technologies, Inc., a
Delaware corporation ("Vector").
W I T N E S E T H :
- - - - - - - - -
WHEREAS, Gold Standard and Vector are parties to that certain Letter of
Intent dated as of April 16, 2001 (the "Existing Agreement"); and
WHEREAS, Gold Standard and Vector desire to amend the Existing
Agreement to effect the changes provided for herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1. Effective as of the date hereof, the Existing Agreement is hereby
amended by deleting Paragraph 5 in its entirety and replacing it with the
following paragraph:
5. The parties agree to exercise their best efforts between now
and June 30, 2001, to negotiate and execute a definitive merger
agreement.
2. Paragraphs 8,9,10 and 11 of this Agreement shall be deleted in their
entirety and the following paragraph shall be inserted in lieu thereof:
8. The parties and their respective employees, affiliates,
shareholders and controlling persons acknowledge that all
information, documents, customer lists, suppliers, trademarks,
materials, specifications, business strategies or any other ideas
relating to the business of the other party (referred to herein as
"Confidential Information") whether prepared or generated by them
or any other party coming into their possession or knowledge
during the Option Period shall remain the exclusive, confidential
property of the other party, except to the extent expressly
authorized in writing by such party for dissemination. The parties
further acknowledge and agree that all such Confidential
Information constitutes trade secrets. From the date of this
Agreement through and including the second anniversary hereof (the
"Restricted Period"), the parties shall not disclose any of such
Confidential Information to any third party without the prior
written consent of the other party and shall take all reasonable
steps and actions necessary to maintain the confidentiality of
such Confidential Information.
9. It is expressly understood that this Agreement is a non-binding
letter of intent and that no obligation of any nature whatsoever
is intended to be created, except as set forth in Paragraph 5, 8 &
9 hereof. Subject to satisfactory progress being made in the
parties' due diligence review, the parties shall concurrently
proceed to negotiate a definitive agreement governing the
acquisition. The obligations of the parties to consummate the
transaction contemplated hereby shall be subject in all respects
to the negotiation, execution and delivery of the definitive
agreement and the satisfaction of the conditions contained
therein, and neither party shall have any liability to the other
if the parties fail for any reason to execute the definitive
agreement. Each party shall be responsible for the costs and
expenses incurred by it in connection with this letter and the
transactions contemplated hereby. This letter may be signed in
counterparts.
3. This Amendment shall be governed by and construed in accordance with
the laws of the State of Florida, without regard to principles of conflicts of
law.
4. Except as otherwise specifically set forth herein, all of the terms
and provisions of the Existing Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the day first above written.
GOLD STANDARD, INC.
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxx
Title: President and Chief Financial Officer
VECTOR MEDICAL TECHNOLOGIES, INC.
By: /s/ Xxxxx Xxxxx
--------------------------------------------
Name: Xxxxx Xxxxx
Title: Chief Financial Officer
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