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FIRST AMENDMENT TO
AGREEMENT OF PURCHASE AND SALE OF ASSETS
This First Amendment To Agreement Of Purchase And Sale Of Assets (the
"Amendment") is made and entered into effective this 22nd day of June, 2000, by
and between Saigene Corporation, a Delaware corporation (the "Buyer"), on the
one hand, and Pacific Biometrics, Inc., a Delaware corporation (hereinafter
referred to as the "Parent"), and Pacific Biometrics, Inc., a Washington
corporation (hereinafter referred to as the "Subsidiary"), on the other hand.
Parent and Subsidiary are sometimes hereinafter collectively referred to as the
"Selling Parties."
RECITALS:
WHEREAS, the parties have entered into that certain Agreement Of Purchase
And Sale Of Assets, dated April 18, 2000, by and between the Buyer and Selling
Parties (hereinafter referred to as the "Asset Purchase Agreement"); and
WHEREAS, Buyer seeks to modify the timing of the payments required under
the Asset Purchase Agreement and to extend the Closing Date; and
WHEREAS, Selling Parties are willing to modify the timing of the payments
and to extend the Closing Date of the Asset Purchase Agreement on the terms and
conditions state herein.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
and other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties agree as follows:
AGREEMENT:
1. Extension of Closing Date. The parties agree that the term "Closing
Date" shall now mean August 15, 2000, instead of June 15, 2000.
2. Payment of Purchase Price. The parties agree that Buyer shall be
required to pay, on or before July 15, 2000, to Selling Parties the sum of One
Hundred Fifty Thousand Dollars ($150,000.00) in cash as part of the Purchase
Price. Buyer shall pay the remainder of the cash portion of the Purchase Price
to Selling Parties on the Closing Date (as amended in Section 1 of this
Amendment). The $150,000.00 is subject to the same conditions as the Fifty
Thousand Dollars ($50,000.00) previously paid.
3. Failure to Meet Deadlines. As consideration for Selling Parties
agreement to extend the Closing Date and modify the payment of the Purchase
Price as set forth above, the parties agree that if Buyer fails to make the July
15, 2000, payment of $150,000.00 or fails to pay the balance of the cash portion
of the Purchase Price as required by Section 1.3(d) of the Asset Purchase
Agreement on the Closing Date (as amended in Section 1 of this Amendment), then
Buyer shall
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waive, compromise and forever release any and all claims it now has
or may have in the future against Selling Parties for monies owed to Buyer under
the Management Agreement and for any liabilities of Selling Parties that Buyer
has previously assumed or agreed to assume including, without limitation, the
liability of Parent to its former landlord, Makena Commercentre II, LLC.
However, notwithstanding the foregoing, if the parties consummate the sale of
the assets contemplated in the Asset Purchase Agreement, then Buyer shall still
receive credit for these amounts as part of the Purchase Price.
4. Counterparts; Facsimile Signatures. This Amendment may be executed in
one or more counterparts, using facsimile signatures, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
5. Other Terms Remain in Effect. All other terms and provisions of the
Asset Purchase Agreement shall remain in full force and effect. Any capitalized
terms not defined herein shall have the meanings set forth in the Asset Purchase
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment To Agreement Of Purchase And Sale Of Assets as of the day and year
first above written.
BUYER PARENT
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Saigene Corporation, Pacific Biometrics, Inc.,
a Delaware corporation a Delaware corporation
By: /s/ Ronald R. Helm By: /s/ Paul Kanan
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Ronald R. Helm Paul Kanan
Its: Chief Executive Officer Its: Chief Executive
Officer
SUBSIDIARY
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Pacific Biometrics, Inc.,
a Washington corporation
By: /s/ Paul Kanan
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Paul Kanan
Its: Chief Executive
Officer
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