ex10-21.htm


    EXHIBIT
10.21

    FIRST
AMENDMENT TO AGREEMENT

    


    THIS
FIRST AMENDMENT TO AGREEMENT (“Amendment”) is made and
entered into as of November 10, 2008, by American Medical Technologies, Inc., a
Delaware corporation (“AMT”); Bear Street Associates,
LLC, a Texas limited liability company (“Bear Street”); and Sepulveda
Group, LLC, a California limited liability company (“Sepulveda Group”), with
reference to that certain Agreement dated March 20, 2008 between AMT and Bear
Street (the “Agreement”).  Capitalized
terms not expressly defined herein shall have the meaning set forth in the
Agreement.

    


    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

    


    1. 
Bear Street hereby assigns and transfers to Sepulveda Group all of Bear Street’s
right, title, and interest in and to the Agreement.  Sepulveda Group
hereby agrees to and accepts such assignment and, in addition, expressly assumes
and agrees to keep, perform, and fulfill all of the terms, covenants,
obligations, and conditions required to be kept, performed, and fulfilled by
Assignor under, or with respect to, the Agreement.  All remaining
payments to be made under the Agreement, as amended by this Amendment, including
the payment to be made concurrently with the execution hereof, shall be made to
Sepulveda Group.  By execution hereof, AMT consents to the foregoing
assignment.

    


    2. 
The parties hereto acknowledge that $90,000 has been paid pursuant to the
Agreement.  Notwithstanding the provisions of Section 3 of the
Agreement, the parties hereto agree that the remaining $160,000 to be paid under
the Agreement shall be paid as follows:  AMT will pay to Sepulveda
Group ten (10) payment of $15,000 each and a eleventh (11th) and
final payment of $10,000.  The first payment of $15,000 and all
subsequent payments required hereunder, including the final payment of $10,000,
shall be paid monthly on the first day of each month commencing on December 1,
2008 and continuing monthly until the final payment of $10,000 on October 1,
2009.

    


    3. 
The terms of this Amendment are incorporated in the Agreement for all purposes
and from and after the date hereof, any references to the Agreement shall be
deemed to mean the Agreement as amended by this Amendment.  Except as
specifically modified hereby, all of the provisions of the Agreement which are
not in conflict with the terms of this Amendment shall remain in full force and
effect.  Where the terms of this Amendment and those of the Agreement
are inconsistent, the terms of this Amendment shall control.  This
Amendment may be executed in counterparts, each of which shall be deemed an
original and all of which when taken together shall constitute one and the same
instrument.

    


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    IN
WITNESS WHEREOF, Assignor and Assignee have executed this Amendment as of the
date first set forth above.

    


    
      	
              AMT:

               

              American
      Medical Technologies, Inc.,

              a
      Delaware corporation

               

               

              By:          /s/ Barbara D.
Woody

              Barbara D. Woody,

              Vice-President of

              Administration &
      Finance

               

            	
              Bear
Street:

               

              Bear
      Street Associates, LLC,

              a
      Texas limited liability company

               

               

              By:          /s/ Robert Hayman

              Robert Hayman,
      Manager

            
	
              Sepulveda
      Group:

               

              Sepulveda
      Group, LLC,

              a
      California limited liability company

               

               

              By:          /s/ Robert Hayman

              Robert Hayman,
      Manager

            	 
      


    

    


    


    
      
         

      

      
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