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EXHIBIT NO. 10.52
SECOND AMENDMENT TO
AMENDED AND RESTATED PURCHASE,
CONSULTING AND DISTRIBUTION AGREEMENT
This agreement (the "Amendment") constitutes the Second Amendment to the
Amended and Restated Purchase, Consulting and Distribution Agreement, as amended
(the "Amended and Restated Agreement") by and between National Health
Enhancement Systems, Inc., a Delaware corporation ("NHES"), and Micromedex,
Inc., a Delaware corporation ("MDX"). The Amendment and the Amended and
Restated Agreement are hereinafter referred to as the "Agreement." Capitalized
terms not otherwise defined herein shall have the same meanings as are assigned
thereto in the Amended and Restated Agreement, except as the context otherwise
requires.
WHEREAS, NHES has requested an extension of time for purposes of paying
to MDX the minimum payment due to MDX in respect of the fiscal year 1995, and
MDX is agreeable to granting such extension;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. EXTENSION OF TIME. MDX hereby grants to NHES an extension of time for
making the payment due to MDX under Section 1.2 of the Agreement for fiscal year
1995, such that NHES agrees to pay to MDX the balance of the minimum payment due
(of S627,352, less payments already made to date) for fiscal year ended January
31, 1995 in minimum weekly payments of $25,750, beginning with the first
payment due on August 4, 1995 and continuing until the amount is paid in full.
If NHES makes the payments outlined herein, NHES shall be deemed to have made
such payment within ninety (90) days after the end of fiscal year 1995 for
purposes of Section 1.2. For the period May 1, 1995 through July 31, 1995, NHES
agrees to pay MDX interest equal to nine percent (9%) of the unpaid royalty
amount. Such interest will be due and payable on August 1, 1995, and no interest
shall accrue on the weekly payments outlined herein after August 1, 1995.
2. ENTIRE AGREEMENT. This Amendment constitutes the entire agreement of
the parties relating to the subject matter hereof, and all prior agreements and
understandings related thereto are superseded by this Amendment.
This Amendment is effective as of April 26, 1995.
MICROMEDEX, INC. NATIONAL HEALTH ENHANCEMENT
SYSTEMS, INC.
By /s/ Illegible By /s/ Xxxxxxx X. Xxxxxx
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Its: Vice President, CFO Its: President & CEO
