Exhibit 12(d)(1)
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AMENDMENT TO
CONDITIONAL
STOCK EXCHANGE AMENDMENT
THIS AMENDMENT TO THE CONDITIONAL STOCK EXCHANGE AMENDMENT ("Amendment") is
made and entered into this 29th day of March, 2004, between and among DuraVest,
Inc., a Florida corporation ("DuraVest") and Cardio Management Systems Inc., a
corporation organized under the Canada Business Corporations Act ("Cardio") and
Cardio Management Systems, Inc. a corporation organized under the Canada
Business Corporation Act ("Cardio") and Xxxxx Xxxxx ("Stockholder").
RECITALS
WHEREAS, the parties to this Amendment ("Parties") did on April 4, 2002
execute and enter into a Conditional Stock Exchange Agreement related to a
proposed "Business Combination" in which Cardio would become a wholly-owned
subsidiary of DuraVest through a stock exchange involving the transfer of the
stock of Cardio owned by each Stockholder of Cardio to DuraVest in exchange for
shares of DuraVest to be issued to each Cardio Stockholder; and
WHEREAS, the Parties extended the term of the Agreement through June 30,
2004 by a letter amendment, a copy of which is attached hereto as Attachment 1;
and
WHEREAS, the Parties now desire to amend the Agreement to provide that the
Stockholder will be issued additional shares of DuraVest, if Cardio completes an
additional investment in DuraVest prior to the time the Business Combination
between the Parties is complete:
NOW THEREFORE, in consideration of the foregoing and the mutual promises
and covenants contained herein, IT HAS BEEN AND IT HEREBY IS AGREED, as follows:
1. Terminology.
All of the terms identified or defined in the Agreement are hereby
incorporated herein by this reference.
2. Additional Cardio Investment in Estracure.
It is acknowledged that Cardio is in the process of evaluating and
preparing to fund an additional investment in Estracure by purchasing additional
shares of stock in Estracure ("Additional Investment") in an amount of up to
$7,500,000 (Canadian Funds). If the Additional Investment is completed before
the Business Combination under the Agreement is completed, the shares of
DuraVest's common stock to be issued to the Stockholder in the Business
Combination shall be increased in accordance with the provisions of Section 3 of
this Amendment.
3. Conditional Increase in DuraVest Stock to be Issued to Stockholder.
If the Additional Investment in Estracure is made by Cardio prior to the
Completion of the Business Combination the number of shares of DuraVest's Stock
to be issued to Stockholder under Section 2 of the Agreement shall be increased
by one share of DuraVest Stock for each $1.50 (Canadian Funds) of the Additional
Investment.
4. Corrective Change to the Agreement.
The following corrective change and amendments are hereby are:
(a) The reference to Section 1 in Subsection 7(a) is hereby changed to
refer to Subsection 4(a); and
(b) The reference to Section 1 in Subsection 8(a) of the Agreement is
hereby changed to refer to Section 2 of the Agreement and Section 3 of
the Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment the day and
year first above written.
Stockholder:
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
[Seal]
DuraVest, Inc.
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, President
[Seal]
Cardio Management Systems, Inc.
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, President
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