Exhibit 1
Amendment No. 1 to
PURCHASE AGREEMENT
------------------
THIS AGREEMENT is dated as of October 30, 1998, and constitutes Amendment
No. 1 (this "Amendment") to the Purchase Agreement (the "Purchase Agreement") by
and between Medical Dynamics, Inc., a Colorado corporation (the "Company"), and
The Tail Wind Fund, Ltd., a British Virgin Islands limited liability company
(the "Investor") which Purchase Agreement was made as of the 31st day of July,
1998.
In consideration of the mutual promises made herein and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Paragraph 2.2 of the Purchase Agreement be and hereby is amended in its
entirety to read as follows:
2.2 Second Investment. Subject to the terms and conditions of this
Agreement, and in reliance on the representations and warranties contained
herein, upon the satisfaction of the conditions set forth in clauses (d),
(e) and (f) of this paragraph 2.2 on or before November 13, 1998, the
Investor shall purchase and the Company shall sell and issue to the
Investor (a) Debentures at an aggregate purchase price of $400,000, which
shall be issued and delivered against receipt of funds as contemplated by
Section 3 of this Agreement in four equal Debenture forms of $100,000 face
amount each and (b) the Second Investment Warrant (the "Second
Investment"). The parties expressly waive satisfaction of those conditions
set forth in subparagraphs (a), (b) and (c) of this Section 2.2 prior to
the closing of the Second Investment.
2. Paragraph 2.3 of the Purchase Agreement is hereby amended to delete the
following words in the fourth line of said paragraph: "in the month of
December 1998."
3. In consideration of the Investor making the Second Investment as
contemplated in Section 2.2 hereof:
(a) The form of Debenture attached to the Purchase Agreement as Exhibit
"A" will be amended as contemplated in Exhibit "B" attached hereto
(specifically, to reduce the Ceiling Price to 105% of the average
closing bid price of the Common Stock for the twenty days prior to the
effective date of the registration statement contemplated by the
Registration Rights Agreement) and by this reference incorporated
herein, and the form of Debenture, as amended, will be issued to the
Investor representing the Second Investment; and
(b) The Company will deliver to the Investor an amendment to the
outstanding Convertible Debentures CD98-001 through CD98-010 in the
form of the amendment attached hereto as Exhibit "B".
4. This Amendment to the Purchase Agreement constitutes a part of and a
modification to the Purchase Agreement, and references herein to the
Purchase Agreement shall mean the Purchase Agreement as modified hereby.
Except as modified hereby, the Purchase Agreement shall remain in full
force and effect in accordance with its stated provisions.
5. This Amendment may be signed in counterparts, each of which shall
constitute an original and which together shall constitute one and the same
agreement. Either party hereby may confirm legal delivery of the signed
counterparts by facsimile delivery of a copy of this Amendment to the other
party.
6. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Purchase Agreement.
IN WITNESS WHEREOF, the Company and the Investor have made this Amendment to the
Purchase Agreement as of the date first above written.
MEDICAL DYNAMICS, INC. THE TAIL WIND FUND, LTD.
By: /s/ Van X. Xxxxxxx By: /s/ Brighton Holdings Limited
-------------------- ------------------------------
Van X. Xxxxxxx, President Title: Sole Director
