First Amendment to the
HEMATOCRIT DEVELOPMENT AND OPTION AGREEMENT
An Amendment made as of the 27th day of February, 1998 by and between
InMedica Development Corporation, a Utah corporation doing business at 00 Xxxxx
000 Xxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000 (hereinafter called "InMedica")
and Medical Physics, Inc., a Utah corporation doing business at 000 Xxxxx 000
Xxxx, Xxxx Xxxx Xxxx, Xxxx 00000 (hereinafter called "Medical Physics").
RECITALS
Whereas InMedica and Medical Physics have previously entered into an
agreement dated August 29, 1997 relating to the conduct of certain work on
InMedica's non-invasive hematocrit project (the "Agreement"); and
Whereas the parties now desire to amend the Agreement in certain respects;
Now therefore, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Phase I Grant Application. Preparation and filing of the Phase I grant
application referred to in paragraph 2 (1) of the Agreement shall be in the
discretion and at the expense of Medical Physics. If the Phase I funding is
received, providing the $100,000 of matching funds referred to in paragraph 2
(1) of the Agreement, shall be in the discretion of InMedica.
2. Payment for Services under the Agreement. Medical Physics agrees that
InMedica may compensate it in part for services rendered under the Agreement by
payment in restricted common stock of InMedica, valued at $.60 per share during
the months of March, April and May, 1998 by immediately issuing to Medical
Physics 25,000 shares of its restricted common stock. In addition, InMedica
agrees to pay Medical Physics $10,000 cash per month during March, April and
May, 1998. The foregoing compensation arrangement shall be in lieu of the
$11,111 monthly payment obligation referred to in the Agreement. Medical Physics
agrees to execute a stock issuance agreement relating to the issuance of the
common stock in the form attached hereto as Exhibit A, which is incorporated
herein by reference.
3. Demonstration of Prototype. Medical Physics agrees to be prepared to
demonstrate a prototype of the hematocrit measuring device on or before April 1,
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1998 and to conduct such demonstations of the device as InMedica shall direct
during the months of April and May, 1998. InMedica acknowledges that the
engineering of the prototype box need not be completed so long as the technology
is reasonably portable to locations where demonstrations may occur.
4. Reaffirmation of Agreement. Except as modified herein, the Agreement is
reaffirmed by the parties.
IN WITNESS WHEREOF the parties have executed this agreement as of the
date first above written.
INMEDICA DEVELOPMENT CORPORATION
/s/ Xxxxx X. Xxxxx
By Xxxxx X. Xxxxx, President
MEDICAL PHYSICS, INC.
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, President
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