EXHIBIT 10.2
AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT AND
STATEMENT OF WORK DATED AS OF DECEMBER 19, 2007
This Amendment to Professional Services Agreement and Statement of
Work dated as of December 19, 2007 (the "Amendment") is entered
into as of March 12, 2009, by and between NovaRay Medical, Inc., a
Delaware corporation (the "Client") and Triple Ring Technologies,
Inc. (the "Company"). All capitalized terms not otherwise defined
herein shall have the meaning ascribed to them in that certain
Professional Services Agreement dated as of December 19, 2007 by
and between the Client and the Company (the "Agreement") and the
Statement of Work dated as of December 19, 2007 attached as Exhibit
A thereto (the "Statement of Work").
RECITALS
WHEREAS, the Company and Client entered into the Agreement and
the Statement of Work;
WHEREAS, the Company and Client desire to amend the Statement of
Work such that Four Hundred Thousand Dollars ($400,000) of the
Initial Payment (as defined in the Statement of Work) will be
applied to the invoices set forth herein subject to the terms and
conditions set forth herein and in the Statement of Work;
WHEREAS, the Company and Client desire to amend the Statement of
Work such that payment on invoices is due thirty (30) days after
the invoice date.
NOW, THEREFORE, in compliance with Section 26 of the Agreement and
in consideration of the mutual promises and covenants set forth
herein and in the Agreement and Statement of Work, the Client and
the Company hereby agree as follows:
The Section entitled "Terms of
Payment" in the Statement of Work is hereby amended to read in its
entirety:
"An initial payment ("Initial
Payment") of $500,000 will be required prior to the commencement of
Services performed in Phase I. Upon receipt of gross proceeds on or
prior to April 1, 2009 from equity or debt or other financing
obtained by Client from third parties of at least Eight Hundred
Thousand Dollars ($800,000) in the aggregate after March 11, 2009,
the Client may apply (i) up to One Hundred Thousand Dollars
($100,000) of the Initial Payment against any invoice issued by the
Company pursuant to the Statement of Work, that is dated on or
after May 1, 2009, (ii) up to an additional One Hundred Thousand
Dollars ($100,000) of the Initia
