EXHIBIT NO. 10.4
ADDENDUM TO THE CONTRACT DATED JULY 1, 1995
BETWEEN FARVEL ARRENDAMIENTOS S.A. DE C.V.
AND GROUPMED INTERNATIONAL DE MEXICO, S.A. DE C.V.,
DATED DECEMBER 27, 1995
Addendum
to the Contract dated July 1st, 1995 between
Farvel Arrendamientos, S.A. de C.V. and
GroupMed International de Mexico, S.A. de C.V.
This document has been drawn up as an Addendum to the original Contract dated
July 1st, 1995 between Farvel Arrendamientos, S.A. de C.V.. (FARVEL) and
GroupMed International de Mexico, S.A. de C.V. (GROUPMED-MEXICO). Except for
the substantive changes contained in this Addendum to the Contract, all other
terms and conditions of the original contract shall retain their original
force and effect.
1. GroupMed International, Inc. (GROUPMED-USA), as the mayority stockholder of
GROUPMED-MEXICO hereby commits to establish an escrow account at a mutually
agreed agency to that effect in which 2'000,000 (two million) shares of
its capital stock will be deposited in escrow for FARVEL, as a deposit
representing the complete payment of the debt derived from the original
Contract between FARVEL and GROUPMED-MEXICO to which reference has been
made. Said deposit shall be made no later than December 31st, 1995.
2. The market value of the above mentioned shares shall be, by April 1st,
1996, a minimum of US$ 2.75 (two dollars and seventy five cents US cy)
each, such that the total value of the deposit shall be US$ 5'500,000
(five million five hundred thousand dollars US cy). The same minimum
value shall prevail on the subsequent release dates of the shares to
FARVEL. In case the market value of the shares does not attain the
specified minimum value on the release dates, FARVEL may or may not, at
its discretion, accept additional shares to arrive at the same total
value.
3. If by April 1st 1996 GROUPMED-USA shares do not have a market
value of US$ 2.75 each and FARVEL does not choose to accept an
alternate form of payment for GROUPMED-MEXICO's debt,
GROUPMED-USA shall release 100,000 (one hundred thousand) shares
from the escrow to FARVEL. The balance of the shares held in escrow,
that is to say 1'900,000 (one million nine hundred thousand) shares,
shall remain the sole property of GROUPMED-USA.
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4. If all the above mentioned commitments are met by April 1st, 1996,
GROUPMED-USA shall instruct the agency holding the escrow to make
the following releases of shares:
April 1st, 1996 363,636 shares shall be released to FARVEL
June 1st, 1996 363,636 shares shall be released to FARVEL
August 1st, 1996 363,636 shares shall be released to FARVEL
November 1st, 1996 363,636 shares shall be released to FARVEL
December 31st, 1996 545,456 shares shall be released to FARVEL (the
balance held for FARVEL in escrow) represent-
ing a total of 2'000,000 shares released to
FARVEL.
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxxxx Xxxxx
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Xxxxxx X. Xxxxx, Xxxxxxxx Xxxxx,
GroupMed International, Inc. Farvel Arrendamientos, S.A.
y/o su representante de C.V. y/o su representante
fecha: 12/27/95 fecha: 12-29-95
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/s/ Xxxxxxxx Xxxxxx Xxxxxx
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Xxxxxxxx Xxxxxx Xxxxxx,
GroupMed International de Mexico, S.A. de C.V.
y/o su representante
fecha: 12/27/95
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