AMENDMENT TO CAPITAL CONTRIBUTION AGREEMENT
THIS AMENDMENT TO CAPITAL CONTRIBUTION AGREEMENT is entered
into as of the _____ day of ____________, 1999 by and among ACS2,
INC., a Delaware corporation ("ACS2"), ADVANCED CLINICAL SYSTEMS,
INC., a Delaware corporation ("Advanced"), DYNAMIC ASSOCIATES,
INC., a Nevada corporation ("Dynamic"), and ADVANCED-DYNAMIC, LLC,
a Nevada limited liability company (the "LLC").
WHEREAS, the parties have entered into that certain Capital
Contribution Agreement as of March 30, 1999 (the "Capital
Contribution Agreement") regarding the contribution of the capital
stock of Advanced and the subsidiaries of Dynamic into the LLC
pending a contemplated merger of ACS2 with and into Dynamic
Acquisition Corporation (the "Merger"); and
WHEREAS, the parties desire to amend the Capital Contribution
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained in the Capital Contribution Agreement and
herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties,
intending to be legally bound hereby, agree as follows:
1. The phrase "and wholly-owned subsidiary of ACS2" is
hereby deleted from the opening paragraph of the Capital
Contribution Agreement. Likewise, Dynamic and the LLC
each hereby acknowledge that all statements made in the
Capital Contribution Agreement pertaining to or related
to the ownership of Advanced common stock are subject to
completion of the recapitalization of Advanced which,
pursuant to that certain Agreement and Plan of Merger
dated as of March 30, 1999, is to be completed on or
prior to the Merger. For example, but without
limitation, the obligations imposed pursuant to Section
6.1 of the Capital Contribution Agreement would be
subject to the caveat of completing such
recapitalization.
2. The word "All" is hereby deleted and the phrase
"representing, in the aggregate, at least ninety percent
(90%) of the underlying shares of common stock of such
Warrants, Options and SARs" is hereby inserted after the
parenthetical in Section 1.7 of the Capital Contribution
Agreement. In addition, the phrase "at or prior to the
Closing of the Merger" will be inserted after the word
"canceled" in Section 1.7 of the Capital Contribution
Agreement.
3. The phrase "whose fees and expenses shall be paid by
Dynamic" is hereby deleted from Section 5.12 of the
Capital Contribution Agreement.
4. The phrase "other than against or by former officers,
directors and related parties" is hereby deleted from
Section 6.4(k) of the Capital Contribution Agreement and
the following substituted in its stead: ". . .; provided,
however, that the parties hereto acknowledge and consent
to efforts by Dynamic, alone or with the financial
assistance of the holders of the Dynamic Secured Notes
[on behalf of Dynamic], to settle outstanding disputes
with former officers and directors of Dynamic and its
subsidiaries as more fully described in Section 7.1(7) of
the Merger Agreement."
5. The following sentence will be added to the end of
Section 6.14(e) of the Capital Contribution Agreement:
"Notwithstanding the foregoing, Advanced's failure to
deliver the requisite number of cancellation agreements
at or prior to the Closing of the Merger pursuant to
Section 1.7 will permit Dynamic to terminate this
Agreement pursuant to Section 8.2."
6. Section 6.14(f) of the Capital Contribution Agreement is
hereby amended to insert the following phrase after the
phrase "certifying that": ", subject to any caveats which
may be set forth in such certificate and which are
acceptable to the receiving party(ies),".
7. Section 6.14(g) of the Capital Contribution Agreement is
hereby amended to insert the following phrase after the
word "deliver": ", at the time of Closing of the
Merger,".
Other than as set forth in this Amendment to Capital Contribution
Agreement, the Capital Contribution Agreement remains in full force
and effect.
-2-
IN WITNESS WHEREOF, the parties have executed this Amendment
to Capital Contribution Agreement as of the date set forth above.
"XXX0"
XXX0, INC.
a Delaware corporation
By: ___________________________
Title: ___________________________
"ADVANCED"
ADVANCED CLINICAL SYSTEMS, INC.
a Delaware corporation
By: ___________________________
Title: ___________________________
"DYNAMIC"
DYNAMIC ASSOCIATES, INC.
a Nevada corporation
By: ___________________________
Title: ___________________________
"LLC"
ADVANCED-DYNAMIC, LLC
a Nevada limited liability company
By: ___________________________
Title: ___________________________
-3-
