EXHIBIT 10.17
AMENDMENT NO. 1
TO LETTER OF INTENT
This Amendment No. 1 (this "Amendment") to the Letter of Intent dated
as of September 28, 2001, (the "Agreement") is entered into this 10th day of
October, 2001 by and between Reality Networks, Inc., a Delaware corporation
("Reality Networks") and Dicom Imaging Systems, Inc., a Nevada corporation
("Dicom").
RECITALS
WHEREAS, Reality Networks and Dicom have entered into the Agreement;
and
WHEREAS, the parties wish to further amend the Agreement, as set forth
herein;
NOW THEREFORE, in consideration of covenants and agreements contained
herein and such other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the parties hereto, the
parties agree as follows:
1. Definitions.
All defined terms used herein shall have the meaning assigned to them
in the Agreement unless otherwise defined herein, and all of the terms of the
Agreement shall continue to apply unless as amended hereby.
2. Amendment to Section 3 of the Agreement.
Section 3 of the Agreement is amended to extend (i) the Drop Dead
Negotiation Date to 5:00 p.m. Pacific Standard time on November 10, 2001 and
(ii) the Drop Dead Consummation Date to 5:00 p.m. Pacific Standard time on
November 10, 2001 .
3. Continuing Effect of the Agreement.
Except as specifically set forth herein, the Agreement shall remain in
full force and effect and shall not be waived, modified, superseded or otherwise
affected by this Amendment. This Amendment is not to be construed as a release,
waiver or modification of any of the terms, representations, warranties,
covenants, rights or remedies set forth in the Agreement, except as specifically
set forth herein.
4. Governing Law.
This Amendment shall be governed by and construed in accordance with
the laws of the State of Washington.
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5. Counterparts.
This Amendment may be executed in several counterparts and by
telecopied facsimile and each such counterpart or telecopied facsimile so
executed shall constitute one and the same Amendment.
6. Effective Date.
This Amendment has been executed by the parties hereto as of the day
and year first written.
7. Entire Agreement.
The Agreement and this Amendment, and the exhibits and schedules
delivered pursuant to the Agreement contain all of the terms and conditions
agreed upon by the parties relating to the subject matter of the Agreement and
supersede all prior agreements, negotiations, correspondence, undertakings, and
communications of the parties, whether oral or written, respecting that subject
matter.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
REALITY NETWORKS, INC.
By: ____________________________
Name: ___________________________
Title: __________________________
DICOM IMAGING SYSTEMS, INC:
By: ____________________________
Name: __________________________
Title: _________________________
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