EXHIBIT 2.3
This Agreement is entered into as of the 24th day of October 2003,
between PRIME RATE INCOME & DIVIDEND ENTERPRISES, INC., a Colorado corporation
("PIDV") and PRIDE, INC. ("Pride, Inc.").
WHEREAS, pursuant to an Agreement and Plan of Reorganization dated
November 12, 2002, by and among PIDV, U.S. Medical Systems, Inc. ("USMS") and
the shareholders of USMS (the "Plan"), PIDV issued to Pride, Inc. 1,650,000
share of common stock of PIDV, and PIDV was given a 15 day right-of first
refusal to repurchase any portion of the 1,650,000 shares that Pride, Inc.
desires to sell, and PIDV was also given an 18 month option to repurchase up to
1 million shares at $1 per share.
WHEREAS, the parties now desire to amend the terms of the repurchase
right.
WHEREAS, Pursuant to the Plan, PIDV executed a promissory note dated
November 12, 2002, in the principal amount of $360,000, in favor of Pride, Inc.
WHEREAS, the parties now desire to amend the terms of the promissory
note.
WHEREAS, Pursuant to the Plan, the parties agreed to a spin-off of
Pride Inc. within 12 months after Closing (as defined in the Plan).
WHEREAS, the parties now desire to extent the period in which to
complete the spin-off by an additional 12 months.
NOW THEREFORE, for and in consideration of the mutual covenants and
representations and warranties contained herein and other good and valuable
consideration, the receipt of which is hereby acknowledged, PIDV and Pride, Inc.
agree as follows:
1. The number of shares of common stock which PIDV shall have the
option to repurchase from Pride, Inc. at $1.00 per share shall be increased from
1 million to 1,650,000. PIDV shall continue to have a 15 day right-of first
refusal to repurchase any portion of the 1,650,000 shares that Pride, Inc. owns.
2. Pride, Inc. hereby acknowledges receipt of $20,000 in payments under
the promissory note, waives any prior failure of PIDV to make any monthly
installment payment when due, agrees that PIDV shall recommence making $10,000
monthly payments on December 15, 2003, and agrees to extend the maturity date to
September 15, 2006. All other terms and conditions of the promissory note shall
remain unchanged.
3. The time period referenced in Section 1.3(b) of the Plan concerning
the spin-off of Pride, Inc. shall be extended from 12 months after Closing to 24
months after Closing.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. Execution and delivery of
this Agreement by exchange of facsimile copies bearing the facsimile signature
of a party hereto shall constitute a valid and binding execution and delivery of
this Agreement by such party. Such facsimile copies shall constitute enforceable
original documents.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
PRIME RATE INCOME & DIVIDEND PRIDE, INC.
ENTERPRISES, INC.
/s/ Xxxxx X. Xxxxx /s/ Xxxxxxx Xxxxxxxxxx
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Xxxxx X. Xxxxx, CEO Xxxxxxx Xxxxxxxxxx, CEO
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