Exhibit 1.04
FIRST AMENDMENT TO BROKER-DEALER AGREEMENT
THIS FIRST AMENDMENT to Broker-Dealer Agreement is entered into this ____
day of February, 2002 by and between Medical Capital Management, Inc., a
Delaware Corporation (hereinafter referred to as the "Issuer") and First Montauk
Securities Corp. (hereinafter referred to as "Broker-Dealer").
RECITALS:
WHEREAS, the parties entered into a Broker-Dealer Agreement on February 20,
2001 (hereinafter referred to as the "Agreement");
WHEREAS, the parties desire to amend, modify or alter certain provisions of
the Agreement by this Amendment;
WHEREAS, except for those provisions of the Agreement altered by this
Amendment, the parties desire all other provisions of the Agreement to remain in
full force and effect.
WITNESSETH:
NOW, THEREFORE, in consideration of the respective mutual covenants and
undertakings, the parties, intending to be legally bound, agree as follows:
1. SERVICES OF BROKER-DEALER. The second sentence of Section 1 shall be
deleted in its entirety. In its place the following is inserted: "One Hundred
Million Dollars ($100,000,000) in Notes will be offered for sale with a minimum
purchase of Five Thousand Dollars ($5,000) with additional incremental purchases
of One Thousand Dollars ($1,000) over that minimum amount, per investor."
2. EFFECTIVE TERM. Section 2 is deleted in its entirety. In its place the
following is inserted: "This Agreement shall be effective on the date first
above written and shall continue in effect for one year, and shall be
automatically extended for successive one year terms unless either party
provides written notice to the other party of its intent to terminate this
Agreement at least sixty (60) days prior to the end of any such term."
3. OBLIGATIONS OF BROKER - DEALER. Section 3(c) the second sentence shall be
deleted in its entirety.
4. REPRESENTATIONS AND WARRANTIES OF ISSUER. Section 4(d) shall be deleted in
its entirety and replaced with the following: " The Registration Statement
relating to the Notes, on Form SB-2, was declared effective by the SEC on
February 14, 2002."
5. REPRESENTATIONS AND WARRANTIES OF BROKER-DEALER. Section 5(e) shall be
deleted and replaced with the following: "Broker-Dealer is registered as a
Broker-Dealer with, and has obtained all licenses and consents necessary to sell
the Notes in, all States listed on the attached Schedule "A"."
6. INDEMNIFICATION. Section 7(b) shall be deleted in its entirety and replaced
with the following: "The violation by Broker-Dealer, or any of its employees,
agents, independent contractors or other personnel of any of the provisions of
the Securities Act of 1933, or any State securities laws applicable to the
offering." The first sentence of Section 7(c ) shall be deleted in its entirety
and replaced with the following: " The sale of the Notes to any investor who
does not meet the standards of the NASD."
7. COMPENSATION. Section 9 is amended to insert the following sentence:
"Broker-Dealer shall not be entitled to any reimbursement of expenses or any
other compensation hereunder, except for the foregoing commissions described in
this section."
8. NOTICES. Section 15 is amended as follows:
If to Issuer: Medical Capital Management, Inc.
0000 Xxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxx Xxxxx, XX 00000
9. MISCELLANEOUS. To the extent not specifically amended, the Agreement shall
remain in full force and effect in all respects.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
this date.
MEDICAL CAPITAL MANAGEMENT, INC,
A Delaware Corporation
By: /s/ Xxxxxx X. Field
------------------------------------
Xxxxxx X. Field, its Chief Executive
Officer
BROKER - FIRST MONTAUK SECURITIES CORP.
By: /s/ Herb Kurinaky
------------------------------------
Herb Kurinaky, its President
(Print Name) (Title)
SCHEDULE A - AMENDED FEBRUARY, 2002
BROKER-DEALER AGREEMENT
MEDICAL CAPITAL MANAGEMENT, INC.
BROKER-DEALER(S) ARE REGISTERED TO SELL THE MEDICAL CAPITAL MANAGEMENT,
INC. NOTES IN THE FOLLOWING STATES:
1. CALIFORNIA
2. FLORIDA
3. HAWAII
4. IDAHO
5. MINNESOTA
6. MONTANA
7. NEW JERSEY
8. NEVADA
9. OREGON
10. SOUTH DAKOTA
11. UTAH
