10.2 Amendment No. 1 to Acquisition Agreement, dated as of February 6, 2003,
among Enhance Biotech, Inc. (f/k/a Becor Communications, Inc.) and Enhance
Lifesciences Inc.
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AMENDMENT NO. 1 TO ACQUISITION AGREEMENT
Reference is made to the Acquisition Agreement (the "Agreement") made and
entered into the 6th day of February, 2003, by and between Becor Communications,
Inc., a Delaware corporation ("BCI") and Enhance Lifesciences Inc., a Delaware
corporation ("XXXX"), each herein sometimes being referred to individually as a
"party" and collectively as the "parties."
NOW, THEREFORE, in consideration of the promises and the mutual
representations, warranties, covenants and agreements herein contained, and for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be bound hereby, the parties hereby agree as
follows:
1. Definitions. All terms used in this Amendment No. 1 to the Acquisition
Agreement shall have the meaning set forth in, or by reference in, the
Agreement, unless otherwise expressly stated herein.
2. Becor Communications, Inc., having changed its name on March 25, 2003,
all references in the Agreement to Becor Communications, Inc. or to BCI shall be
deemed to be references to "Enhance Biotech, Inc." Further, all references to
BCI in the Agreement shall be deemed to include BCI and its subsidiaries,
including Advanced Knowledge, except where the context requires otherwise..
3 Section 3.01(a)(ii) of the Agreement is hereby amended to read as
follows: "Private Placement Deadline" shall mean 5:00 p.m. Pacific Time on
October 29, 2003.
4 Section 5.13 of the Agreement is hereby amended by adding the following
at the end of the Section: "BCI has no liability, contingent, fixed or
otherwise, in respect of Advanced Knowledge or the business or properties of
Advanced Knowledge."
5. Section 6.17 of the Agreement is hereby amended by (i) deleting the
brackets before and after the words "rescission of the Acquisition under the
terms of this Agreement"; (ii) deleting the brackets before and after the words
"the date on which Xxxxx Xxxxx takes control back" and changing the words "takes
control back" to "exercises his rights under this Agreement to obtain control of
BCI"; and (iii) deleting the words "effecting a change of BCI's corporate
name,".
6. Section 7.06 of the Agreement is hereby amended by deleting the words
"Except for spinning off Advanced Knowledge, Inc. as a separate entity,".
7. The caption of Section 7.11 is hereby amended to read "Liabilities of
BCI Prior to Closing"and the text of that Section is hereby amended by striking
everything except the following sentence: "As of the Closing, BCI shall have no
liabilities, contingent or otherwise, provided, that BCI's subsidiary, Advanced
Knowledge, has a liability for $25,000 under a note payable to Xxxxx Xxxxx, all
other liabilities noted noted in BCI's Form 10-Q for the Quarter Ended February
28, 2003, filed on April 3, 2003, as well as all assets of Advanced Knowledge,
having been acquired by Xxxxx Xxxxx on April 18, 2003 in exchange for the
conversion of all indebtedness and liabilities of BCI and Advanced Knowledge
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into 1,000,000 shares of common stock of Advanced Knowledge, issued to Xxxxx
Xxxxx, and BCI represents and warrants the same and that none of those
liabilities of Advanced Knowledge are liabilities of BCI in any respect
whatsoever."
8. The Agreement is hereby amended by deleting the closing condition that
each party cause an "opinion of counsel" to be delivered to the other party; the
text of Sections 8.06 and 9.10, accordingly, are deleted, and the words
"intentionally omitted" are substituted in place therefor.
9. The Agreement is hereby amended by adding Section 8.18, "Liabilities of
BCI", as follows: "In a specific exercise of its rights under Section 8.11 of
this Agreement, which exercise shall not preclude any other exercise of such
rights, BCI shall have furnished to XXXX such certificates, opinions and other
documents as XXXX or its counsel may reasonably require, in form and substance
satisfactory to them, in order to evidence the accuracy and satisfaction of the
representations, warranties and covenants set forth in Sections 5.13 and 7.11 of
this Agreement."
10. Section 10.01 is hereby amended by changing the date "March 19, 2003"
to "April 30 2003" wherever it appears.
11. The Acquisition Agreement remains in full force and effect, without
change or modification, except as expressly set forth herein. Article 14 of the
Acquisition Agreement is incorporated herein by reference and made applicable
hereto except as the context otherwise requires.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in multiple originals as of the 29th day of April, 2003.
"BCI"
ENHANCE BIOTECH, INC.
By:
---------------------------------------------
Name: Xxxxx Xxxxx
Title: President and Chief Executive Officer
By:
---------------------------------------------
Name: L. Xxxxxxx Xxxxxxxx
Title: Secretary
"XXXX"
ENHANCE LIFESCIENCES INC.
By:
---------------------------------------------
Name:
Title:
By:
---------------------------------------------
Name:
Title:
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