AMENDMENT NO. 1
TO THE LETTER AGREEMENT
BY AND BETWEEN
SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC.
AND RUBICON INTERNATIONAL LIMITED
THIS AMENDMENT NO. 1 TO THE LETTER AGREEMENT by and between Specialized Health
Products International, Inc, (the "Company") and Rubicon International Limited
("Rubicon") is made and entered into as of the 15th day of December, 2000, by
and between the undersigned parties.
RECITALS
A. On or about February 8, 2000, the parties entered into Letter
Agreement (the "Agreement").
B. The parties hereto desire to amend the Agreement to reflect
certain additional compensation to which Rubicon shall be
entitled.
NOW THEREFORE, the parties hereto hereby amend the Agreement as
follows:
1. In light of the fact that the level of services being performed by
Rubicon is greater than originally expected by the parties, Rubicon, in addition
to the compensation set forth in the Agreement, shall be entitled to the
following compensation:
(i) A $25,000 cash fee payable on or before December 15,
2000 and;
(ii) The right to designate nominees holding not more than
250,000 Series D Warrants which nominees will be
entitled to exercise said warrants (as may be amended
or improved) on or before January 31, 2001 in
exchange for a non-interest bearing promissory
note(s) in a form reasonably satisfactory to the
Company that are due and payable on July 31, 2001.
The stock certificates representing the shares issued
upon exercise of the Series D Warrants shall bear a
legend indicating that the shares are "partially
paid;" and
(iii) The right of the nominees designated in (ii) above to
benefit from any amended or improved terms offered to
holders of Series D Warrants, irrespective of the
right to exercise in accordance with (ii) above.
2. The Agreement shall remain in full force and effect and shall remain
unaltered, except to the extent specifically amended herein.
IN WITNESS WHEREOF, the undersigned, have executed this Amendment No. 1 to the
Agreement as of the date first above written.
SPECIALIZED HEALTH PRODUCTS RUBICON INTERNATIONAL
INTERNATIONAL, INC.
By /s/ Xxxxx Xxxxxxxx By /s/
------------------------------ ------------------------
Its: President Its: Chairman
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