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EXHIBIT 99.7
AMENDMENT TO CONVERTIBLE DEBENTURE PURCHASE AGREEMENT
This Amendment ("Amendment") is made as of August 12, 1997, to the 6%
Secured Convertible Subordinated Debenture Purchase Agreement dated August 12,
1997 (the "Agreement") between NETMED, INC., (the "Company"), and CPR (USA) INC.
(the "Purchaser"). All capitalized terms which are not otherwise defined herein
shall have the meanings as defined in the Agreement.
WHEREAS, pursuant to the Agreement, on August 13, 1997, the Company
issued $2,200,000 in principal amount of Debentures to the Purchaser; and
WHEREAS, the parties desire to amend the Agreement as provided herein;
NOW THEREFORE, the parties agree as follows:
1. Conversion Date. The definition of "Conversion Date" contained
in Section 1 of the Agreement is hereby amended to read as follows:
"Conversion Date" means the date on which the Purchaser has
telecopied the Notice of Conversion to the Company. The Debentures
(including any interest or additional interest accrued thereon) are
convertible at any time during their term; provided, however that (i)
no Conversion Shares may be sold by the Purchaser prior to ninety (90)
calendar days after the Closing Date, and (ii) prior to two hundred
seventy (270) days after the Closing Date, the aggregate number of
Conversion Shares which may be sold by Purchaser shall not exceed
366,667. Notwithstanding the foregoing, the Company can prohibit any
sales of Conversion Shares from December 14, 1997 to February 1, 1998
(the "Blackout Period").
2. Confirmation of Agreement. The provisions of the Agreement, as
amended hereby, are ratified and confirmed in all respects.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.
NETMED, INC.
By /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, President
CPR (USA) INC.
By /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx,
Chief Operations Officer
