EXHIBIT 2.12
FIRST AMENDMENT TO AGREEMENT OF
PURCHASE AND SALE
THIS FIRST AMENDMENT TO THE AGREEMENT OF PURCHASE AND SALE dated October 15,
2003, by and between SRS Medical Corp., a Washington Corporation ("Buyer") and
Xxxx Medical Technologies, Inc. ("Seller").
RECITALS
WHEREAS, the Parties executed and delivered the Agreement of Purchase
and Sale dated October 15, 2003, relating to SRS Medical Corp., purchase or
certain assets from Xxxx Medical Technologies.
WHEREAS, the Parties now wish to amend the Original Agreement by means
of this Agreement to change the minimum guarantee payments required by the
Buyer.
NOW THEREFORE, in consideration of the foregoing and of the mutual
promises contained herein, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
AGREEMENT
The schedule of deferred payment, Schedule 1.05, is hereby amended to
be the following:
Schedule 1.05
Deferred Payment Schedule
QUARTER MINIMUM DEFERRED PAYMENT
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Q4 2003 $0
Q1 2004 Actual Results
Q2 2004 Actual Results
Q3 2004 Actual Results
Q4 2004 $45,000
Q1 2005 $47,000
Q2 2005 $52,000
Q3 2005 $55,000
Q4 2005 $60,000
Q2 2006 and thereafter $60,000 per quarter until the outstanding
principal and accrued and unpaid interest
under the Promissory Note is paid in full.
ENDOCARE, INC. SRS MEDICAL CORP.
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Print Name Print Name
/s/ Xxxxxxx X. Xxxxx 3/25/04 /s/ Xxxxx Xxxxxxxx 4/1/04
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Signature Date Signature Date
