EXHIBIT # 10.48
AMENDMENT NO. 1 TO THE
INDENTURE
This Amendment No. 1 to the Indenture, dated as of July 31, 2003 (this
"Amendment"), is to the Indenture, dated as of October 1, 2002 (the
"Indenture"), by and between Molecular Diagnostics, Inc., a Delaware corporation
(the "Company") and each of the holders of the Company's 12% Convertible Secured
Promissory Notes (said Notes being hereinafter referred to as the "Notes" and
said holders being hereinafter referred to as the "Noteholders").
WITNESSETH
WHEREAS, the Noteholders purchased the Notes from the Company in
connection with a bridge financing in the aggregate principal amount of up to
$4,000,000;
WHEREAS, the Noteholders purchased the Notes from the Company pursuant to
certain financing documents, including a Note Subscription Agreement, 12%
Convertible Secured Promissory Note, Security Agreement, Collateral Sharing
Agreement, Warrant to Purchase Shares of Common Stock and the Indenture
(collectively, the "Financing Documents");
WHEREAS, pursuant to the terms of the Financing Documents, the total
outstanding principal balance and accrued and unpaid interest on the Notes were
due July 31, 2003;
WHEREAS, pursuant to and in compliance with the provisions of the
Financing Documents, the Company and Noteholders desire to amend the Indenture
as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Noteholders agree
as follows:
1. Section 1 (c) is amended by deleting the date "July 31, 2003" and
inserting the new date of "July 31, 2004."
2. Section 2 is amended by deleting "$0.60" and inserting "$0.45."
3. Investor hereby waives any Events of Defaults by the Company under
the Financing Documents.
4. Capitalized terms not defined herein shall have the meanings given
to them in the Financing Documents.
5. This Amendment may be executed in counterparts and each such
counterpart shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the 31st day of July, 2003.
MOLECULAR DIAGNOSTICS, INC.
By: _____________________________
Name: ___________________________
Title: ____________________________
INVESTORS
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