EXHIBIT 10.8
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
This is an amendment (this "Amendment"), dated as of May 7, 1999, to the
Securities Purchase Agreement (the "Purchase Agreement") dated as of January 20,
1999 among ACCESS Radiology Corporation (the "Company") and the Investors listed
on the signature pages of the Purchase Agreement.
The parties agree as follows:
1. Capitalized terms used in this Amendment and not otherwise defined have
the meanings set forth in the Purchase Agreement.
2. The first sentence of Section 1.3 of the Purchase Agreement is amended
to read in its entirety as follows:
Subject to the terms and conditions of this Agreement, the Company may sell
such additional shares of Series K Preferred Stock as may be authorized and
unissued from time to time to such persons as the Company may determine at
the same price per share as the Series K Preferred Stock purchased and sold
at the Initial Closing, together with warrants to purchase an amount of
Common Stock determined in accordance with Section 1.1(b).
3. This amendment shall become effective as of the date first above written
upon the satisfaction of the requirements of Section 6.5(a) of the Purchase
Agreement. This Amendment may be executed in counterparts, each of which shall
constitute an original, but all of which shall constitute a single instrument.
Except as expressly amended hereby, all provisions of the Purchase Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been executed by the parties as set forth
below.
ACCESS Radiology Corporation
By: ________________________
Name:
Title:
BEDROCK CAPITAL PARTNERS I, L.P.
By: _______________________________
Title: Managing Member
VBW EMPLOYEE BEDROCK FUND, L.P.
By: ________________________________
Title: Managing Member
CREDIT SUISSE FIRST BOSTON BEDROCK
FUND, L.P.
By: Bedrock General Partner I, LLC,
Attorney in Fact
By: __________________________________
Title: Managing Member
PACIFIC VENTURE GROUP, L.P.
By: PVG Equity Partners, L.L.C., General Partner
By: __________________________________
Name:
Title:
PVG ASSOCIATES, L.P.
By: PVG Equity Partners, L.L.C., General Partner
by: _____________________________________
Name:
Title:
DELPHI VENTURES III, L.P.
By: Delphi Management Partners III, L.L.C.,
General Partner
by: ________________________________
Name:
Managing Member:
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DELPHI BIOINVESTMENTS III, L.P.
by: Delphi Management Partners III, L.L.C.,
General Partner
by: __________________________
Name
Managing Member
CHILD HEALTH CORPORATION OF AMERICA
By: __________________________
Name:
Title:
BESSEC VENTURES IV L.P.
By: __________________________
Name:
Title:
BESSEMER VENTURE PARTNERS IV, L.P.
By: ___________________________
Name:
Title:
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