Exhibit 10.1
AMENDMENT NO. 2 TO MARKETING
REPRESENTATION AGREEMENT
This Amendment No. 2 to
Marketing Representation Agreement (the “Amendment
No. 2”) is made this 30 th day of November, 2005, by and among
(i) Novoste Corporation, a Florida corporation with its
principal place of business at 4350 International Boulevard,
Norcross, Georgia 30093 (“Novoste”), (ii) Best
Vascular, Inc., a Delaware corporation with its principal place of
business at 7643 Fullerton Road, Springfield, Virginia 22153
(“Representative”), and (iii) Best Medical
International, Inc., a Virginia corporation which is an affiliate
of Representative, with its principal place of business at 7643
Fullerton Road, Springfield, Virginia 22153
(“BMI”);
WHEREAS, Novoste, Representative and BMI entered into
that certain Marketing Representation Agreement, dated as of
August 25, 2005, as amended October 12, 2005 pursuant to
Amendment No. 1 to Marketing Representation Agreement (as
amended, the “Marketing Representation Agreement”),
pursuant to which Novoste engaged Representative to market,
demonstrate and solicit orders for various products with respect to
Seller’s VBT Business; and
WHEREAS, Novoste, Representative and BMI desire to amend
the provisions of the Marketing Representation Agreement relating
to its term; and
WHEREAS, the parties hereto are concurrently with this
Amendment No. 2 entering into an amendment to the Amended and
Restated Asset Purchase Agreement, dated as of October 12,
2005; and
WHEREAS, for purposes of this Amendment
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