EXHIBIT 10.45
AMENDMENT TO EQUITY LINE OF CREDIT AGREEMENT
THIS AMENDMENT (the "Amendment") is made and entered into effective as of
May ___, 2002, by and between CORNELL CAPITAL PARTNERS, LP, a Delaware limited
partnership (the "Investor") and IVP TECHNOLOGY CORPORATION, a corporation
organized and existing under the laws of the State of Nevada (the "Company").
WITNESSTH:
WHEREAS, the Investor and the Company entered into an Equity Line of
Credit Agreement, wherein the Company shall issue and sell to the Investor, from
time to time as provided therein, and the Investor shall purchase from the
Company up to Five Million ($5,000,000) Dollars of the Company's common stock,
par value $.0001 per share (the "Common Stock"), for a total purchase price of
Five Million ($5,000,000) Dollars, a Registration Rights Agreement, and an
Escrow Agreement dated April 3, 2002 (collectively referred to as the
"Transaction Documents"); and
WHEREAS, the parties desire to amend the terms of the Transaction
Documents as set forth herein.
NOW, THEREFORE, in consideration of the promises and the mutual promises,
conditions and covenants herein contained and in the Transaction Documents, and
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1. The Equity Line of Credit Agreement is hereby amended by deleting
Section 1.7 in its entirety and inserting in lieu thereof the following:
Section 1.7 "Commitment Amount" shall mean the aggregate amount of
up to Ten Million Dollars ($10,000,000) which the Investor has
agreed to provide to the Company in order to purchase the Company's
Common Stock pursuant to the terms and conditions of this Agreement.
2. The Equity Line of Credit Agreement is hereby amended by deleting
Section 1.7 in. its entirety and inserting in lieu thereof the following:
Section 1.7 "Maximum Advance Amount" shall be equal up to Four
Hundred Twenty Five Thousand Dollars ($425,000), in the aggregate,
in any thirty (30) calendar day period.
3. The Equity Line of Credit Agreement is hereby amended by deleting
Section 12.4 (b) (ii) in its entirety and inserting in lieu thereof the
following:
(b) Commitment Fees.
(ii) Upon the execution of this Agreement the Company shall issue to
the Investor three million thirty-two thousand (3,032,000) shares of
the Company's Common Stock (the "Investor's Shares").
4. The Transaction Documents shall be amended where appropriate to
reflect the changes made herein.
5. Except as set forth hereinabove, all other terms and provisions of
the Transaction Documents shall remain in full force and effect.
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IN WITNESS WHEREOF the parties have hereunto set their hands and seals the
day and year set above forth.
COMPANY:
IVP TECHNOLOGY CORPORATION
By: /S/ XXXXX XxxXXXXXX
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Name: Xxxxx XxxXxxxxx
Title: President and CEO
INVESTOR:
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /S/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Portfolio Manager and President
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