Exhibit 12(e)(2)
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SECOND AMENDING AGREEMENT
THIS AGREEMENT made and entered into as of the 23rd day of September, 2005.
AMONGST: DURAVEST, MC., a Florida corporation with a registered office located
at 00 Xxxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx Xxxxxx, X0X
0X0, represented for the purpose hereof by Xx. Xxxx Gurel, its
President, duly authorized as he so declares:
(hereinafter called "Duravest")
INNOVACOR, LIMITED PARTERNSHIP, limited partnership duty formed under
the laws of Quebec, having a place of business at 0000 Xxxxxxxx Xxxxxx
Xxxx, Xxxxxxxx, Xxxxxx, X0X 0X0, acting through and represented for
the purposes hereof by its general partner, Innovacor Management Inc.,
represented by Xx. Xxxxxxx Xxxxx Belair, its President, duly
authorized as he so declares;
(hereinafter called "Innovacor")
CARDIO AT WORK INC., corporation duly incorporated under the laws of
Canada, having its head office at X.X. Xxx 000, Xxxxx-Xxxxx Xxxxxxx
X0X 0X0, represented for the purpose hereof by Xx. Xxxx-Xxxxxxxx
Xxxxxxx, its President, duly authorized as he so declares;
(hereinafter called "CAT")
XX. XXX XXXXXXXXX, residing and domiciled at 5101 Xxxxxx, Penthouse 0,
0xx Xxxxx, Xxxxxxxx, Xxxxxx, X0X 0X0; (hereinafter called "Xxxxxxxxx")
ESTRACURE INC., corporation duty incorporated under the laws of
Canada, having its head office at 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxx, X0X 0X0, represented for the purpose hereof by Xx.
Xxxx-Xxxxxxxx Xxxxxxx, its President, duly authorized as he so
declares; (hereinafter called "Estaracure")
(Duravest, Innovacor. CAT, Xxxxxxxxx, Estracure are hereinafter
collectively called the "Parties")
WHEREAS the Parties entered into an Option Agreement dated as of January
14th 2005 (the "Option Agreement");
WHEREAS the Parties amended the Option Agreement by way of an Amending
Agreement dated as of March 21st 2005;
AND WHEREAS the Parties now wish to amend the Option Agreement a second
time;
NOW THEREFORE, the Parties agree as follows:
1. The typographical error contained in the date on the first page of the
Option Agreement is corrected by replacing "2004" with "2005".
2. Section 2.3 of the Option Agreement is amended by deleting the
reference "September 30th, 2005" in its last line and replacing same
with "December 31st, 2005. The Initial Shareholders Option can only be
exercised by delivering the Exercise Notice as provided for in
Sections 3.5(a), 4.1 and 6.1 hereof."
3. Section 2 of Schedule A of the Option Agreement is amended by deleting
"After February 1st, 2005 and before March 31st 2005" and replacing
same with "Prior to October 30th 2005".
4. Section 2 of Schedule B of the Option Agreement is amended by deleting
"After February 1st, 2005 and before March 31st 2005" and replacing
same with "Prior to September 30th 2005".
5. All other provisions of the Option Agreement remain unchanged and in
full effect.
IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS ANIENDMENT WHICH HAS INTERVENED
AT THE PLACE AND ON THE DATE FIRST MENTIONED.
INNOCAR, LIMITED PARTNERSHIP, CARDIO AT WORK, ING.
per Innovator Management, Inc.,
its general partner
Per: /s/ Xxxxxxx Xxxxx Belair Per: /s/ Xxxx-Xxxxxxxx Xxxxxxx
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Xxxxxxx Xxxxx Xxxxxx Xxxx-Xxxxxxxx Xxxxxxx
DURAVEST, INC. ESTACURE INC.
Per: /s/ Xx. Xxxx Gurel Per: /s/ Xxxx-Xxxxxxxx Xxxxxxx
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Xx. Xxxx Xxxxx Xxxx-Xxxxxxxx Xxxxxxx
/s/ Xxx Xxxxxxxxx
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Xxx Xxxxxxxxx
