EXHIBIT 10.47
FIFTH AMENDMENT
This Fifth Amendment (the "5th Amendment") is made and entered into as
of this 23th day of February 2000 by and between NATIONAL DIAGNOSTICS, INC., an
Florida corporation ("NDI") and American Xxxxxxxxxx.xxx, Corp., formerly known
as American Enterprise Solutions, Inc., a Florida corporation ("AESI").
RECITALS
WHEREAS, NDI and AESI have entered into that certain Merger Agreement
dated February 23, 1998 as amended by that certain First Amendment dated March
17, 1998 and that certain Second Amendment dated April 29, 1998 and that Third
Amendment dated July 24, 1998 and that certain Fourth Amendment dated December
27, 1999 (the "Agreement") pursuant to which it is contemplated with AESI will
be merged (the "Merger") with and into NDI under the terms and conditions
specified in the Agreement; and
WHEREAS, both parties to the Agreement have authorized and agreed to a
four to one reverse split of the NDI common stock; and
WHEREAS, AESI and NDI have mutually agreed that it would be in the best
interest of the corporations that AESI oversee the operations and management of
the Xxxxxxx Diagnostic Centers, Ltd. and Sunpoint Diagnostics, Inc. effective
immediately;
NOW, THEREFORE, in consideration of the premises set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
agree that the Agreement is hereby amended to incorporate and reflect the
following facts, terms and conditions:
1) the NDI common stock shall be subject to a four to one reverse
split;
2) AESI shall oversee the operations and management of the Xxxxxxx
Diagnostics, Ltd. and Sunpoint Diagnostics, Inc. effective as of the
date of this Amendment.
This Amendment may be executed in two or more counterparts, each of
which shall be
deemed an original and all of which together shall constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first written above.
NATIONAL DIAGNOSTICS, INC.
By: /s/ XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. Xxxxxxxx
Title: President
AMERICAN XXXXXXXXXX.XXX, CORP.
By: /s/ XXXXXXX XXXXX
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Name: Xxxxxxx Xxxxx
Title: C.E.O.
