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EXHIBIT 10.3
SECOND AMENDMENT TO SECURITY AGREEMENT
THIS SECOND AMENDMENT TO SECURITY AGREEMENT is executed as of December
31, 1997, by BIODYNAMICS INTERNATIONAL, INC. (the "Debtor"), for the benefit of
RENAISSANCE CAPITAL PARTNERS, II, LTD. ("Secured Party").
W I T N E S S E T H:
WHEREAS, Debtor and Secured Party are party to a Security Agreement
dated as of June 30, 1997 (the "Security Agreement") as amended by the First
Amendment to Security Agreement dated as of September 15, 1997;
WHEREAS, Debtor has requested that Secured Party provide (i)
additional financing to Pledgor, and (ii) modify the terms of the indebtedness
represented by the Note to extend the maturity date, to reduce the interest
rate from 12% per annum to 9% per annum, and to convert the indebtedness into a
loan which is convertible into the common stock of the Debtor and Secured Party
has agreed to provide the requested accommodations to Debtor;
NOW, THEREFORE, for valuable consideration hereby acknowledged, the
parties agree as follows:
1. AMENDMENT OF SECTION 1 OF SECURITY AGREEMENT.
Section 1 is deleted and the following is inserted in its place as new
Section 1:
REFERENCE TO NOTE. This security agreement is being executed and
delivered in connection with, and to secure all obligations and
liabilities of Debtor to Secured Party pursuant to the terms of (i)
Convertible Debenture Loan Agreement by between Biodynamics
International, Inc. its wholly owned subsidiaries Biodynamics
International (Deutschland) GmbH, Biodynamics International (United
States), Biodynamics for Partnerships, Inc. and Renaissance Capital
Partners II, Ltd.; and (ii) 9% Convertible in the principal amount of
$2,074,081.06 by and between Biodynamics International, Inc. its wholly
owned subsidiaries Biodynamics International (Deutschland) GmbH,
Biodynamics International (United States), Biodynamics for
Partnerships, Inc. and Renaissance Capital Partners II, Ltd.
2. ADDITIONAL REPRESENTATIONS AND WARRANTIES.
Debtor represents and warrants to Secured Party that Debtor has full
power and authority to execute and deliver this Amendment, and this Amendment
constitutes Debtor's valid, binding and enforceable obligation.
3. MISCELLANEOUS.
This Amendment, the Security Agreement, and all related instruments
and agreements shall be governed by the laws of the State of Texas. This
Amendment may be executed in any number of counterparts, each of which shall be
deemed an original.
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4. ENTIRE AGREEMENT.
This Security Agreement, as amended hereby, is ratified and continues
in full force and effect.
THIS AGREEMENT, TOGETHER WITH THE SECURITY AGREEMENT, FIRST AMENDMENT
TO SECURITY AGREEMENT, CONVERTIBLE DEBENTURE LOAN AGREEMENT AND CONVERTIBLE
DEBENTURE, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES
ALL PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER THEREOF.
THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, this Second Amendment to Security Agreement has
been duly executed as of the date set forth above.
FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are
hereby acknowledged, Debtor hereby covenants and agrees with Secured Party as
follows:
EXECUTED as of the day and year first herein set forth.
BIODYNAMICS INTERNATIONAL, INC.
0000 Xxxxx 00, Xxxxx 00
Xxxxxxxxxx, Xxx Xxxxxx 00000
By: _______________________________
Name: Xxxx Xxxxxxx
Title: Chief Executive Officer
