Unassociated Document


     

    FIRST
      AMENDMENT

     

     

    TO
      LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT

     

    This
      FIRST AMENDMENT TO LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT (this
“Amendment”) is made and entered into as of the 11 day of January, 2008, by and
      among MEDICAL RESOURCES, LLC, a Florida limited liability
      company (the “Company”), WALTER
      JANKE and
      LALITA JANKE, Florida residents (together, the “Sellers”),
      and PRIMACARE
      CORPORATION, a Florida corporation (the “Buyer”).

     

     

    RECITALS:

     

    A.           Pursuant
      to that certain LLC Membership Interest Purchase Agreement, dated September
      6,
      2007, among the Company, the Sellers and the Buyer (the “Purchase Agreement”),
      the Sellers agreed to sell to the Buyer, and the Buyer agreed to purchase from
      the Sellers, all of the issued and outstanding membership interests in the
      Company.

     

    B.           Pursuant
      to Section 12(e) of the Purchase Agreement, the parties may amend the Purchase
      Agreement by a written instrument signed by the parties.

     

    C.           The
      Company, the Sellers and the Buyer desire hereby to amend the Purchase Agreement
      as hereinafter set forth.

     

    NOW,
      THEREFORE, in consideration of the premises and covenants contained in
      this Agreement, the parties hereto, intending to be legally bound, agree as
      follows:

     

    1.  Recitals.  The
      foregoing recitals are true and correct and are incorporated herein by
      reference.

     

    2.  Defined
      Terms.  All capitalized terms used herein and not
      expressly defined shall have the meanings given to them in the Purchase
      Agreement.

     

    3.  Escrow
      Agreement.

     

    (a)           The
      Parties hereby agree that Section 2(b)(i) is hereby amended and restated as
      follows:

     

    “(i)           At
      the Closing, Buyer shall deliver 28 million IWWI shares (as defined below)
      as an
      estimate of the Purchase Price to Escrow Agent pursuant to an Escrow Agreement
      by and among the Jankes, Buyer, MR, and Escrow Agent (the “Escrow Agreement”),
      in the form attached as Exhibit A to the First Amendment to this
      Agreement among the Parties, dated January 11, 2008.”

     

    (b)           The
      Parties hereby agree that Section 2(c) is hereby amended and restated as
      follows:

     

    “(c)           Determination
      of Purchase Price.  Within thirty (30) calendar days after the
      completion of the audited review of MR’s financial statements for the 24-month
      period from January 1, 2008 through December 31, 2009, Buyer and MR shall
      prepare, or cause to be prepared, and deliver to the Jankes a preliminary
      determination of the Purchase Price (the “Preliminary
      Determination”).  The Preliminary Determination shall set forth (A)
      the amount of the Purchase Price, (B) the amount of the Weighted Average Price
      and the amount of IWWI Shares corresponding to the Purchase Price, (C) the
      amount of any adjustment to the Purchase Price in accordance with Sections
      5(f)
      and 9(f) hereof, and (D) the amount of IWWI Shares corresponding to the Purchase
      Price less such adjustments.  After the Preliminary Determination is
      delivered to the Jankes, if the Jankes determine that the Preliminary
      Determination has been prepared in accordance with Section 2(a) or (b), then
      the
      Jankes shall inform Buyer by delivering written notice to Buyer, and Buyer
      and
      the Jankes shall cooperate in executing joint written instructions (the “Joint
      Instructions”) to the Escrow Agent directing the Escrow Agent to release the
      IWWI Shares in accordance with the Preliminary
      Determination.  Notwithstanding anything set forth herein or in the
      Escrow Agreement to the contrary, such Joint Instructions shall not instruct
      any
      release of IWWI Shares to the Jankes until after March 31, 2012 (the “Escrow
      Termination Date”); provided, that such Joint Instruction may instruct
      release of IWWI Shares to Buyer prior to the Escrow Termination
      Date.  In addition, if the Escrow Agent shall not have received Joint
      Instructions by the Escrow Termination Date, the Escrow Agent shall file an
      action of interpleader in the appropriate court of competent jurisdiction and
      deposit the IWWI Shares with such court for determination or
      disposition.”

     

    4.  Transfer
      of Liabilities.  The Parties hereby agree that a new
      Section 5(f) is hereby amended to the Purchase Agreement, as
      follows:

     

    “(f)           Payment
      of Liabilities Incurred Prior to August 1, 2007.  Should MR make
      payment on any liabilities incurred prior to August 1, 2007 (“Prior Liability”),
      and such Prior Liability was not satisfied prior to Closing, then Buyer can
      reduce the Purchase Price by the amount of payment made by MR toward the Prior
      Liability and Buyer, upon delivery of Joint Instructions to the Escrow Agent
      directing the Escrow Agent to release the IWWI Shares to Buyer, may remove
      IWWI
      Shares held in Escrow and equal to the amount of payment made on such Prior
      Liability .  Seller acknowledges that payment by MR for any Prior
      Liability gives Buyer, in its sole discretion, the right to remove IWWI Shares
      equal to such payment, and Seller shall not unreasonably withhold execution
      and
      delivery of Joint Instructions to Escrow Agent regarding release of IWWI shares
      to Buyer.”

     

    5.  Indemnification
      Cap.  The Parties hereby agree that Section 9(f) of the
      Purchase Agreement is hereby amended to add:

     

    “Notwithstanding
      anything to the contrary in this Agreement, except for claims or actions based
      on fraud of the Jankes to the Buyer, the total aggregate liability of the Jankes
      under this Article 9 shall not exceed the Purchase Price paid and held
      under the Escrow Agreement.”

     

    6.  Schedules.  For
      all provisions herein and in the Purchase Agreement that reference any
      Schedules, such Schedules shall be those attached to this Amendment hereof
      and
      identified as Schedule Attachment .

     

    7.  Miscellaneous.

     

    a.  In
      the
      event any provision of this Amendment is found to be unenforceable, void,
      invalid or unreasonable in scope, such provision shall be modified to the extent
      necessary to make it enforceable, and as so modified, this Amendment shall
      remain in full force and effect.

     

    b.  This
      Amendment may be executed in counterparts, each of which shall be deemed an
      original of this Amendment and all of which, when taken together, shall be
      deemed to constitute one and the same Amendment.

     

    c.  The
      rights and obligations of the parties under this Amendment shall inure to the
      benefit of, and shall be binding upon, their respective heirs, executors,
      administrators, successors, assigns, subsidiaries, affiliates, directors,
      officers, employees, representatives and agents, as applicable.

     

    d.  To
      the
      extent any provisions contained herein conflict with the Purchase Agreement
      or
      any other agreements between the Parties, oral or otherwise, the provisions
      contained herein shall supersede such conflicting provisions contained in the
      Purchase Agreement or other agreements.  Except as modified herein,
      the Parties hereby represent and warrant that the Purchase Agreement remains
      in
      full force and effect and is hereby reaffirmed and ratified by each
      Party.

     

    e.  This
      Amendment shall be construed under, and governed by, the internal laws of the
      State of Florida.

     

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    IN
      WITNESS WHEREOF, the parties have executed this Amendment as of the day
      and year first above written.

     

    COMPANY:

    


    MEDICAL
      RESOURCES, LLC

    


    


    By:                  /s/
      Lalita Janke

    Name:              Lalita
      Janke

    Title:              Chief
      Executive Officer

    


    


    SELLERS:

    


    


    /s/
      Lalita
      Janke                                                           

    Lalita
      Janke

    


    


    /s/
      Walter
      Janke                                                           

    Walter
      Janke

    


    


    BUYER:

    


    PRIMACARE
      CORPORATION

    


    


    By:                  /s/
      Ashvin Mascarenhas

    Name:              Ashvin
      Mascarenhas

    Title:              Chief
      Executive Officer