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EXHIBIT 10(j)
Universal Medical Systems, Inc.
00000 Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
December 16, 1996
Sands Brothers & Co., Ltd.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Amendment No. 1 to Selling Agreement
Gentlemen:
The undersigned, Universal Medical Systems, Inc., a Nevada corporation
(the "Company"), hereby agrees that the Selling Agreement ("Selling Agreement")
dated October 1, 1996 between the Company and Sands Brothers & Co., Ltd. ("Sands
Brothers"), as placement agent, is hereby amended as follows (capitalized terms
used herein having the meanings ascribed to them in the Selling Agreement):
1. The Maximum Offering is hereby increased from $1,500,000 to
$10,000,000.
2. Other Financing shall include written commitment(s), subject only
to customary conditions to closing (a "Commitment" or the "Commitments"), for
the types of financing contemplated by Other Financing as currently set forth in
the Selling Agreement. Accordingly, the obligation to pay Sands Brothers its
compensation under the Selling Agreement shall vest at the time the party
issuing the Commitment is ready, willing and able to consummate the Other
Financing transaction.
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Except as provided herein, the Selling Agreement remains in full force
and effect.
Very truly yours,
UNIVERSAL MEDICAL SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
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Title: Vice President and General Counsel
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Agreed:
SANDS BROTHERS & CO., LTD.
By: /s/
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Name: /s/
Title: Senior Managing Director
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