FIRST AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT
(CURRENT)
This First Amendment to the Oxboro Medical International, Inc.
Non-Qualified Stock Option Agreement dated October 1, 1997 (Current Option"),
is made and entered into effective as of the 1st day of September, 1998
between Oxboro, Medical International, Inc., a Minnesota corporation (the
"Company") and Xxxxx X. Xxxxxxxxx ("Xxxxxxxxx").
RECITALS
WHEREAS, the Company granted a Stock Option to Xxxxxxxxx effective
October 1, 1997 to purchase One Hundred Thousand (100,000) Shares of Common
Stock ("Stock") of the Company at a price of $1.00 per share;
WHEREAS, on January 14, 1998 the Company and Xxxxxxxxx entered into a
Stock Option Exercise and Loan Agreement to effect an exercise of the Option
and an additional option for an additional One Hundred Thousand (100,000)
Shares of Common Stock of the Company and an acquisition of Shares in
consideration of a Secured Promissory Note in the amount of Two Hundred
Thousand Dollars ($200,000), which Shares were pledged to the Company as
security for the Note under an Instruments Security Agreement dated January
15, 1998;
WHEREAS, the Company and Xxxxxxxxx desire to effect a rescission to said
Stock Option Exercise and Loan Agreement, secured Promissory Note and
Instruments Security Agreement;
WHEREAS, the Company and Xxxxxxxxx desire to reinstate and amend the
terms of the Non-Qualified Stock Option Agreement as set forth below.
TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the mutual promises hereinafter
contained, the parties hereto agree as follows:
1. RESCISSION OF THE STOCK OPTION EXERCISE AND LOAN AGREEMENT, SECURED
PROMISSORY NOTE AND INSTRUMENTS SECURITY AGREEMENT. The Company and
Xxxxxxxxx hereby rescind in their entirety the Stock Option Exercise
and Loan Agreement, Secured Promissory Note and Instruments Security
Agreement between the Company and Xxxxxxxxx for the purchase of said
Two Hundred Thousand (200,000) Shares of Stock, all dated January 15,
1998. The One Hundred Thousand (100,000) shares of the Company's
Common Stock issued to Xxxxxxxxx under the above-referenced Current
Option and pursuant to the Certificate of Common Stock of Oxboro
Medical International, Inc. No. __ shall be and hereby is returned to
the Company duly endorsed by Xxxxxxxxx or pursuant to an Assignment
Separate from Certificate. Both the Company and Xxxxxxxxx are hereby
relieved from any and all obligation, duties and
responsibilities under said Stock Option Exercise and Loan
Agreement, Secured Promissory Note and Instruments Security
Agreement.
2. TERM OF OPTION. This Option must be exercised, if at all, and to
the extent exercised, on or before March 31, 1999.
3. EXERCISE OF OPTION. This Option may be exercised either by payment
in full in cash, by certified or cashier's check or, by the
transfer to the Company of shares of Stock already owned by
Xxxxxxxxx and having a fair market value, as of the date of the
exercise of the this Option, which is not less than the purchase
price of the Stock being acquired pursuant to the Option provided
that such shares of Stock were acquired and full consideration paid
therefore at least six (6) months prior to such delivery or by
execution of an interest-free Promissory Note by Xxxxxxxxx in the
amount of One Hundred Thousand Dollars ($100,000) which Note shall
be payable in full on or before September 1, 2000. If the Option
is exercised by the execution of a Promissory Note, in the form
attached hereto as Exhibit 1, then the Note shall be secured by any
and all payments due to Xxxxxxxxx by the Company. If the Note is
not paid in full on or before September 1, 2000, then the Company
may apply any and all amounts due and owing to Xxxxxxxxx at such
time to payment of the Note. Further, the shares shall be held as
additional collateral for payment of the Note; however, Xxxxxxxxx
may vote the shares while such shares are being held as collateral
by the Company. Such shares shall be held as collateral pursuant
to an Instruments Security Agreement in the form attached hereto as
Exhibit 2.
All other terms and conditions of the Option remain unchanged and are in
full force and effect.
OXBORO MEDICAL INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxx
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Its: Chairman of the Board
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XXXXXXXXX
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
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