EXHIBIT "10.02"
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AGREEMENT TO EXTEND
This Agreement is entered into effective this 28/th/ day of February, 2002
by and among Helpmate Robotics, Inc., a Connecticut corporation (hereinafter
"HELP"); Helpmate Robotics Subsidiary, Inc., a newly-formed Connecticut
corporation (hereinafter "HELP Sub"); and PainCare, Inc., a Nevada corporation
(hereinafter "PainCare").
RECITALS:
WHEREAS, the parties entered into that certain Agreement and Plan of
Reorganization (hereinafter the "Agreement") effective as of this 20/th/ day of
December, 2001; and
WHEREAS, pursuant to Section 13(c) of the Agreement all obligations under
the Agreement may be terminated at the discretion of either party's Board of
Directors if the closing conditions specified in Sections 7 and 8 are not met by
February 28, 2002, unless unanimously extended; and
WHEREAS, all of such conditions were not satisfied; and
WHEREAS, the parties desire to extend the date for the satisfaction of such
conditions all on the terms and conditions set forth herein.
NOW THEREFORE in consideration of $10.00 and other good and valuable
consideration received the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. The Agreement is amended in all pertinent sections so that all
obligations under the Agreement may be terminated at the discretion of
either party's Board of Directors if (i) the closing conditions
specified in Sections 7 and 8 are not met by May 31, 2002, unless
unanimously extended, or (ii) any of the representations and
warranties made in the Agreement have been materially breached.
2. All other provisions of the Agreement shall remain unchanged and such
Agreement is hereby restated in its entirety except as modified
herein.
(THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective as of the day and year set forth above.
HELPMATE ROBOTICS SUBSIDIARY, INC. HELPMATE ROBOTICS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxxxx
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PAINCARE, INC.
By: /s/ Xxxxx Xxxxxxxx
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