Unassociated Document


     

    Exhibit
      10.3

    


    


    Second
      Amendment Agreement

    To

    Acquisition
      Agreement Dated March 26, 2007

    


    This
      Second Amendment Agreement is made
      as of the 16th day of November 2007, to that certain Acquisition Agreement
      dated
      March 26, 2007, as amended on August 22, 2007 and subject to a Variation
      Agreement dated June 14, 2007, by and among (a) the Four Rivers BioEnergy
      Company, Inc., a Kentucky corporation (“4Rivers” or “Company”), (b) Kevin John
      Alexander, Philip Charles Barnett, Jack N. Dunigan, Gary Hudson, Alastair G.
      Mack, Stephen John Padgett and Gordon Weightman (together the “Shareholders”)
      and (c) Med-Tech Solutions Inc., a Nevada corporation (“Med Tech”).

    


    WHEREAS,
      Med Tech, the Shareholders
      listed in the preamble above and 4Rivers have entered into an Acquisition
      Agreement, dated March 26, 2007 and as previously amended and varied
      (“Acquisition Agreement”), pursuant to which it was agreed that Med Tech would
      acquire all the issued and outstanding shares of Four Rivers, not already owned
      by Med Tech, from the Shareholders, in exchange for shares of capital stock
      of
      Med Tech, and the other terms more particularly set forth in the Acquisition
      Agreement; and

    


    WHEREAS,
      the parties hereto have agreed
      to amend the terms of the Acquisition Agreement on the terms herein
      provided.

    


    NOW,
      THEREFORE, IT IS AGREED AS
      FOLLOWS, that,

    


    A.           Clause
      8.4 of the Acquisition Agreement will be amended hereby, by the replacement
      of
      the lead-in to be as follows: “If Completion has not occurred prior to November
      30, 2007, due to non-fulfillment of any one or more of the conditions precedent
      to Completion set out in Clause 8.1 above or any other condition to consummation
      of the Acquisition Agreement (including in any amendment or variation thereto)
      and the Purchaser has not served a notice pursuant to 16.2 then:”

    


    B.           The
      Acquisition Agreement is hereby generally modified as follows:

    


    (a)           Med
      Tech shall have the right to create a class of preferred stock with two shares
      for the principal purpose of the holder(s) thereof electing one or two directors
      of Med Tech, and such director(s) to have oversight authority in respect of
      the
      Acquisition Agreement and the implementation of the business purpose of 4Rivers,
      such preferred stock to be non – economic equity securities of the
      company.  The terms of the preferred stock will be as set forth in
Exhibit A hereto.  Med Tech shall be authorized to file the
      certificate of designations with the Secretary of State of Nevada and issue
      the
      preferred stock, as it determines.

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    
 

    (b)           In
      contemplation of the closing of the acquisition of 4Rivers and subject to
      4Rivers and its shareholders receiving satisfactory tax advice, 4Rivers will
      use
      it reasonable best efforts to effect a reallocation of share ownership amongst
      its shareholders by paying cash bonuses to various of its shareholders, the
      net
      bonus payments, after deduction of tax, shall be used by the persons to
      subscribe for numbers of shares of common stock as is set forth opposite their
      names in the following table, such shares to be newly authorized and approved
      by
      the shareholders of 4Rivers, and to be duly authorized, validly issued, and
      fully paid and non-assessable.

    


    
      	
              Kevin
                John Alexander

            	
              76

            
	
              Philip
                Charles Barnett

            	
              0

            
	
              Jack
                N. Dunigan

            	
              109

            
	
              Gary
                Hudson

            	
              259

            
	
              Alastair
                G. Mack

            	
              0

            
	
              Kevin
                Murphy

            	
              8

            
	
              Stephen
                John Padgett

            	
              209

            
	
              Martin
                Thorp

            	
              17

            
	
              Gordon
                Weightman

            	
              128

            
	
              Jeffrey
                Wilson

            	
              44

            
	
              Med
                Tech Solutions, Inc.

            	
              150

            


    

    


    (c)           Upon
      successful conclusion of the mattes contemplated by paragraph (b) hereof,
      Schedule 2 “Details of the Shareholders” shall be amended such that the shares
      that may be owned as of the consummation of the Acquisition Agreement by the
      Shareholders in 4Rivers and the equivalent number of Consideration Shares in
      Med
      Tech will be as follows:

    


    
      	
              NAME

            	 	
              Shares
                Following Bonus Issue

            	 	 	
              Equivalent
                Consideration Shares

            	 
	
              Kevin
                John Alexander

            	 	 	
              174

            	 	 	 	
              4,162,182

            	 
	
              Philip
                Charles Barnett

            	 	 	
              81

            	 	 	 	
              1,937,568

            	 
	
              Jack
                N. Dunigan

            	 	 	
              170

            	 	 	 	
              4,066,500

            	 
	
              Gary
                Hudson

            	 	 	
              475

            	 	 	 	
              11,362,279

            	 
	
              Alastair
                G. Mack

            	 	 	
              178

            	 	 	 	
              4,257,865

            	 
	
              Kevin
                Murphy

            	 	 	
              8

            	 	 	 	
              191,365

            	 
	
              Stephen
                John Padgett

            	 	 	
              247

            	 	 	 	
              5,908,386

            	 
	
              Martin
                Thorp

            	 	 	
              17

            	 	 	 	
              406,650

            	 
	
              Gordon
                Weightman

            	 	 	
              306

            	 	 	 	
              7,319,700

            	 
	
              Jeffrey
                Wilson

            	 	 	
              44

            	 	 	 	
              1,052,506

            	 
	
              TOTAL

            	 	 	
              1,700

            	 	 	 	
              40,665,000

            	 


    

    


    For
      purposes of clarity in the
      Acquisition Agreement, the aggregate number of shares of Med Tech to be issued
      in exchange for the outstanding common stock of 4Rivers will not change as
      a
      result of the increase in the issued and outstanding shares of common stock
      of
      4Rivers.

    


    It
      is agreed that in connection with
      any issuance of additional shares of common stock of 4Rivers to any of above
      scheduled persons or any other persons, that Med Tech will be issued such number
      of additional shares of common stock of 4Rivers to maintain its 15% ownership
      interest therein, the consideration for such shares to be certain expenses
      undertaken on behalf of 4Rivers relating to tax and other advice related to
      the
      change in share allocations and issuance of additional shares of common
      stock.  It is further agreed that 4Rivers will not issue additional
      shares of its equity securities without the permission of Med Tech, which
      permission shall not require a formal amendment to the Acquisition
      Agreement.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (c)           Upon
      successful conclusion of the mattes contemplated by paragraph (b) hereof, the
      following persons, Kevin Murphy, Martin Thorp and Jeffrey Wilson, shall be
      deemed to be, and hereby consent to being, made parties to the Acquisition
      Agreement (other than Clause 11, pursuant to which certain warranties are made)
      as Shareholders, and the definition of Shareholders in this Amendment Agreement
      and the Acquisition Agreement as otherwise amended and varied, where applicable
      will include such additional persons.  Notwithstanding the foregoing,
      it is agreed that for purposes of the Acquisition Agreement, as amended, the
      aforementioned persons in this paragraph will not be Shareholders until the
      shares of 4Rivers for which they have been approved are authorized by all
      requisite corporate action.

    


    (d)           As
      a condition to this amendment, each of the Shareholders will agree to a lock-up
      and sale agreement, as set forth in either Exhibit B (three year) hereto,
      governing the sale and transfer of the shares of common stock of Med Tech
      received in exchange for their equity securities of 4Rivers, consistent with
      Clause 9, and to the extent different the terms of such lock-up agreement will
      supersede Clause 9.

    


    (e)           Upon
      successful conclusion of the mattes contemplated by paragraph (b) hereof,
      4Rivers and Med Tech will negotiate in good faith with each of the Shareholders
      to provide for loans of up to a maximum of $100,000 to each of the Shareholders,
      to the extent permitted by the United States federal securities laws and
      applicable corporate law, for the purpose of paying income taxes to the extent
      assessed and imposed by any the local, state or national governments of the
      United States and United Kingdom on the Shareholders as a result of the issuance
      of shares of common stock of 4Rivers on or after October 1, 2007, and 4Rivers
      and Med Tech will negotiate in good faith with each of the Shareholders to
      provide indemnification in respect of any income taxes due in excess of $100,000
      per Shareholder imposed by any local, state or national government as a result
      of the issuance of shares of 4Rivers to the Shareholders on or after October
      1,
      2007.  For purposes of clarity only, this provision does not apply to
      any taxes of any nature or jurisdiction imposed on the Shareholders as a result
      of the exchange of shares pursuant to the Acquisition Agreement.  The
      general terms of any permitted loans shall be as follows: (a) the loans will
      be
      solely for the payment of any income taxes that may be due, (b)the maximum
      loan
      will be not to exceed the lesser of (i) the regular compensation income tax
      (but
      no other taxes, including for example social security, workman’s comp and
      Medicare and similar kinds of taxes) due thereon, without any gross up, (ii)
      $100,000 times the number of shares issued to the Shareholder divided by 260,
      and (iii) $100,000, such loans, (c) the loan must be specifically requested
      by
      the Shareholder, (d) the loan shall be a demand note, bearing interest at the
      minimum rate for deemed interest under the Internal Revenue Code, (e) the loan
      will be due on the earlier of than five years from the date of making (or such
      shorter term as the shareholder requests) or termination of employment, (f)
      the
      interest on the loan will be due and payable not less frequently than annually,
      (g) the loan will be full recourse to the shareholder, and (h) the loan will
      contain such other terms as may be deemed prudent by the officers of the Med
      Tech and 4Riversat the time of the making of such loan.  The terms of
      the indemnification agreement will be as follows: (a) the indemnification will
      be only for any tax liability finally determined that is based on the value
      of
      the stock greater than $290 per share (based on an enterprise valuation of
      4Rivers as of October 1, 2007) and less than $3,000 per share, (b) the agreement
      will include reimbursement of fees (up to a jurisdictional total of $10,000)
      and
      expenses of one counsel for all such Shareholders in each national jurisdiction
      in connection with any inquiry by a taxing authority, provided that the
      Shareholders take steps on or before the filing due date of the Shareholders’
next annual tax return to make such elections to indicate their tax positions
      in
      respect of the receipt of the shares, (c) the indemnification agreement will
      not
      exceed a period of five years unless a tax claim is asserted within such period
      of the agreement in which case the agreement and indemnification will extend
      until the date of final resolution of the tax claim, and (d) the indemnification
      agreements for the Shareholders will be substantially similar among all the
      Shareholders.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (f)           Med
      Tech may enter into such agreements as it deems to be in its best interests
      in
      respect of raising additional capital, which may include modifications to its
      agreements with International Capital Partners SA, payment of termination fees,
      letters of intent with selling agents, and other agreements as it deems
      necessary thereto, which agreements will be subject to the approval of
      4Rivers.  4Rivers may enter into such agreements as it deems to be in
      the best interests in respect of raising additional capital which agreements
      will be subject to the approval of Med Tech.

    


    (g)           As
      a closing condition, Med Tech will be provided with a legal opinion of counsel
      to 4Rivers, admitted in the State of Kentucky, to the effect that (i) the
      Acquisition Agreement dated March 26, 2007, as amended and varied prior to
      closing and related agreements (pursuant to such acquisition agreement) have
      been duly authorized by all required corporate action, including board of
      director and shareholder approvals, as appropriate, and (ii) the entire issued
      share capital of 4Rivers immediately prior to the consummation of the
      acquisition agreement, as amended and varied, is duly authorized, validly issued
      and fully paid and non-assessable.

    


    (h)           The
      Purchaser obligation to have “$35,000,000 net” in funds, specified on Schedule 7
      of the Acquisition Agreement is hereby modified to be “$22,500,000
      net.”  Additionally the Definitions Section is hereby modified to
      reflect that the Main Funding shall result in not less than net proceeds to
      the
      Purchaser of $22,500,000, and accordingly the definition of Private Placement
      is
      amended.

    


    (i)           The
      Shareholder Warranties set forth in Part II of Schedule 4 and the corresponding
      Purchaser Warranties set forth in Schedule 5, shall not survive the consummation
      of the acquisition transaction under the Acquisition Agreement.

    


    (j)           The
      wording agreed under Section 1 (a) of Variation Agreement dated June 14, 2007
      is
      hereby amended to say:

    


    “The
      discussions of the Company with financing sources are sufficiently far advanced
      with relevant banks and financial institutions to justify the view that
      necessary loan financing and credit facilities will become available within
      a
      period of not more than six months from Completion in sufficient amounts to
      fund
      the Project based on the criteria referred to in the Completion Agreements,
      the
      Purchaser will not require the delivery of executed agreements with banks and/or
      financial institutions as a necessary prerequisite to Completion.”

    


    (k)           The
      wording agreed under Section 1 (c) of the Variation Agreement dated June 14,
      2007 is hereby amended to say:

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

     

    “The
      employment agreements may be with such persons as the full-time executive
      management of the Company decide, provided that they are with persons with
      the
      requisite skills to implement the Project and the Business and the terms of
      the
      agreements are reasonably acceptable to the Purchaser.”

    


    (j)           The
      wording agreed under Section 2(c) of the Variation Agreement dated June 14,
      2007
      is hereby amended to say:

    


    “Section
      3.3. is hereby modified to
      permit the percentage therein set forth to be adjusted depending on the number
      of Shares are sold in the Main Funding, such that the percentage may be between
      25.82% and 35.97%.  It is further understood that immediately after
      the Completion Date, the Company will have adjusted its outstanding shares
      of
      common stock so that it will have no more than 113,042,778 shares issued and
      outstanding if the Main Funding is $25,000,000 in gross proceeds and 157,487,222
      shares issued and outstanding if the Main Finding is $65,000,000 in gross
      proceeds, all in accordance with a schedule agreed between the Shareholders
      and
      the Company.”

    


    (k)           Section
      8.1.2(iii) of the Acquisition Agreement, referring to the Purchaser
      Representative being a necessary signatory to the escrowed funds of the Main
      Funding, is hereby deleted effective as of the Completion Date.

    


    (l)           Section
      10 of the Acquisition Agreement, referring to the shareholders of the Purchaser
      having the right to have a director elected to the board of the Company after
      the acquisition, is hereby deleted effective as of the Completion
      Date.

    


    IN
      WITNESS WHEREOF, this Amendment
      Agreement has been signed by and on behalf of the parties, the day and year
      first set forth above,

    


    


    
      	 	
              Name

            	 	
              Signature

            
	 	 	 	 
	
              1.

            	
              Med
                Tech Solutions Inc, by Mark McLeary, President

            	 	
              ________________________

            
	
              2.

            	
              The
                Four Rivers BioEnergy Company Inc., by Gary Hudson

            	 	
              ________________________

            
	
              3.

            	
              Kevin
                John Alexander

            	 	
              ________________________

            
	
              4.

            	
              Philip
                Charles Barnett

            	 	
              ________________________

            
	
              5.

            	
              Jack
                N. Dunigan

            	 	
              ________________________

            
	
              6.

            	
              Gary
                Hudson

            	 	
              ________________________

            
	
              7.

            	
              Alastair
                G. Mack

            	 	
              ________________________

            
	
              8.

            	
              Stephen
                John Padgett

            	 	
              ________________________

            
	
              9.

            	
              Gordon
                Weightman

            	 	
              ________________________

            
	
              10.

            	
              Kevin
                Murphy

            	 	
              ________________________

            
	
              11.

            	
              Martin
                Thorp

            	 	
              ________________________

            
	
              12.

            	
              Jeffrey
                Wilson

            	 	
              ________________________

            


    

    


     

     

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