0001108017-07-000493 Sample Contracts

AMENDMENT NO. 2 TO THE LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 10th, 2007 • Medirect Latino Inc • Services-misc health & allied services, nec

This Amendment No. 2 ("Amendment No. 2") to that certain Loan and Security Agreement dated December 8, 2006 (the "Original Agreement") by and among MEDirect Latino Inc. (the "Borrower"), Granite Creek FlexCap I, L.P., St. Cloud Capital Partners, L.P., Bedford Oak Partners, L.P., Fred B. and Lois Tarter, Hungry Lizard, LLC and KKP Investments II LLC (collectively, the "Lenders") and Granite Creek Partners, L.L.C. ("Agent"), as amended pursuant to that certain Amendment No. 1 to the Original Agreement dated April 20, 2007 ("Amendment No. 1" and together with the Original Agreement, the "Amended Agreement") is entered into as of this ___ day of June, 2007 by and among the Borrower, the Lender and the Agent.

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AMENDMENT NO. 1 TO THE SECURITIES ACQUISITION AND INVESTOR RIGHTS AGREEMENT
And Investor Rights Agreement • July 10th, 2007 • Medirect Latino Inc • Services-misc health & allied services, nec

This Amendment No. 1 ("Amendment No. 1") to that certain Securities Acquisition and Investor Rights Agreement dated December 8, 2006 (the "Original Agreement") by and between MEDirect Latino Inc. (the "Borrower") and Granite Creek FlexCap I, L.P is entered into as of this ___ day of June, 2007 by and between the Company and the Holder.

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