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EXHIBIT
10.2
THIRD AMENDMENT TO
GUARANTEE FEE, REIMBURSEMENT
AND INDEMNIFICATION
AGREEMENT
This THIRD AMENDMENT
dated as of July 10, 2007 (this “ Third Amendment
”) to the Guarantee Fee, Reimbursement Agreement and
Indemnification Agreement dated as of March 16, 2007, as
amended on April 17, 2007 and on May 18, 2007 (as
amended, the “ Guarantee Fee Agreement ”), by
and among MEDICAL SOLUTIONS MANAGEMENT INC. , a corporation
organized and existing under the laws of the State of Nevada (the
“ MSMI ”), ORTHOSUPPLY MANAGEMENT, INC. ,
a Delaware corporation and VICIS CAPITAL MASTER FUND , a
sub-trust of Vicis Capital Series Master Trust, a unit trust
organized and existing under the laws of the Cayman Islands (the
“ Fund ”). All capitalized terms used herein and
not otherwise defined shall have the meaning ascribed to them in
the Guarantee Fee Agreement.
WITNESSETH:
WHEREAS, MSMI proposes to
enter into a Warrant and Debenture Amendment Agreement by and among
MSMI, the Fund and Nite Capital, L.P., Apogee Financial
Investments, Inc., Midtown Partners & Co., LLC, Douglas
Arnold and Marshall Sterman on the date hereof, pursuant to which
the warrant price and conversion price for certain warrants and
debentures previously issued to the Fund will be
decreased.
WHEREAS, pursuant to the
Guarantee Fee Agreement, if MSMI fails to pay the Reimbursement
Obliga
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