Exhibit 1.04
AMENDMENT NO. 1
TO
BROKER-DEALER AGREEMENT
THIS AMENDMENT NO. 1 TO BROKER-DEALER AGREEMENT (the "Amendment") is
entered into and made as of the 17th day of January, 2001, by and between
Medical Capital Management, Inc., a Delaware corporation (the "Issuer"), and
Metropolitan Investment Securities, a Washington corporation (the
"Broker-Dealer" and together with the Issuer, the "Parties").
RECITALS
WHEREAS, the Issuer and the Broker-Dealer entered into that certain
Broker-Dealer Agreement (the "Agreement"), between the Parties, as of the 19th
day of October, 2000, for the purpose of engaging Broker-Dealer to offer, sell
and distribute certain secured notes (the "Notes") of the Issuer on a
best-efforts basis (the "Offering").
WHEREAS, in accordance with the rules of the National Association of
Securities Dealers, the compensation payable to the Broker-Dealer under the
Agreement for sales of Notes in the Offering must be amended as hereinafter set
forth.
NOW, THEREFORE, in consideration of their mutual covenants and
undertakings, the Parties do hereby agree as follows:
The following Section 1.1 shall be added to the Agreement:
"SECTION 1.1. LIMITATIONS ON SALES. Notwithstanding anything contained
herein to the contrary, the total amount of Class C Notes that may be sold in
the Offering by all brokers combined will not exceed $20,000,000 in aggregate
principal amount and the total amount of Class D Notes that may be sold in the
Offering by all brokers combined will not exceed $10,000,000 in aggregate
principal amount."
Section 9 of the Agreement is deleted in its entirety and replaced with the
following:
"SECTION 9. COMPENSATION. Issuer shall compensate Broker-Dealer in an
amount equal to 3.5% to 9.5% of the principal amount of the Notes sold by that
Broker-Dealer, as set forth on Exhibit A. Said compensation shall be due and
payable within ten days of receipt of good funds by the Issuer as payment in
full of the purchase price of the Notes sold by the Broker-Dealer."
Exhibit A to the Agreement shall be deleted in its entirety and replaced
with Exhibit A attached to this Amendment.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
MEDICAL CAPITAL MANAGEMENT, INC.
By: /s/ Joseph J. Lampariello
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Joseph J. Lampariello,
Chief Operating Officer
BROKER DEALER
METROPOLITAN INVESTMENT SECURITIES
By: /s/ Anthony Pizelo
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Anthony Pizelo, General Manager/V.P.
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EXHIBIT A
TO: BROKER-DEALER AGREEMENT
This Agreement provides for the following commission rate structure
based on the class of Note sold.
CLASS A - Commission paid at the rate of 3.5%
CLASS B - Commission paid at the rate of 6.5%
CLASS C - Commission paid at the rate of 8.5%
CLASS D - Commission paid at the rate of 9.5%
