Exhibit 10.1
AMENDMENT TO
TECHNOLOGY DEVELOPMENT AND OPTION AGREEMENT
This AMENDMENT
TO TECHNOLOGY DEVELOPMENT AND OPTION AGREEMENT (this
"Amendment") is entered into as of August 18, 2008, between SGPF,
LLC, a Kentucky limited liability company (“SGPF”) and
MEDPRO SAFETY PRODUCTS, INC, a Kentucky limited liability company
(“MedPro”).
RECITALS:
A.
MedPro and SGPF are parties to that certain TECHNOLOGY DEVELOPMENT
AND OPTION AGREEMENT dated effective August 24, 2007 (the
"Agreement"). Capitalized terms not otherwise defined herein shall
have the meanings assigned them in the Agreement.
B.
Vision Opportunity Master Fund, Ltd. (“Vision”) has
agreed to exercise its J Warrants in MedPro, provided that the
parties agree to amend certain provisions of the
Agreement.
C.
SGPF is agreeable to amending the Agreement provided that Vision
exercises the J Warrants in full and MedPro exercises its right to
purchase the Blunt Technology under the terms of the
Agreement.
NOW, THEREFORE, in
consideration of the mutual promises hereby made, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1.
Amendments . Subject to Paragraph 2 below, the Agreement is
hereby amended as follows:
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(a)
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Section
3.2(i)(a) is hereby replaced and amended in its
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