Unassociated Document

    

    
      February 1, 2011

        

    

    
      
        	
                American
      Scientific Resources, Incorporated

              
	
                1112
      Weston Road, Unit 278

              
	
                Weston,
      Florida 33326

              


      

    

    


    Ladies
and Gentlemen:

      


    Reference is hereby made to (i) that
certain Promissory Note, datedOctober 12, 2010 (the “October 2010 Note”) in the
initial principal amount of $100,000, issued by American Scientific Resources,
Incorporated (the “Company”), to Granite Financial  Group, LLC
(“Granite”), and (ii) that certain Additional 12% Secured Promissory Note, dated
November 5, 2010 (the “November 2010 Note”, and together with the October 2010
Note, the “Notes”), in the initial principal amount of $60,000, issued by the
Company to Granite.

    


    The Company and Granite hereby agree to
amend the Notes as set forth herein. The first sentence of Section 1 of the
October 2010 Note is amended and restated in its entirety to read as follows:
“Maker shall be required to pay the Payee an amount in cash, wire transfer or
check equal to the principal amount, on or before April 12, 2011.”Section 1(a)
of the November 2010 Note is amended and restated in its entirety to read as
follows: “The full amount of principal and accrued interest under this Note
shall be due on April 12, 2011 (the "Maturity Date"), unless due earlier in
accordance with the terms of this Note.”

    


    For the
avoidance of doubt, effective upon issuance of the consideration payable to
Granite hereunder, the Notes shall not be deemed to be in default as of the date
hereof solely as a result of the Company’s failure to pay principal and interest
under the prior existing Maturity Dates which expired prior to the date hereof
but which are amended hereunder.  Granite shall not be deemed to have
waived any other events of default that may exist under the Notes, whether known
or unknown.

    


    Reference
is also made to (i) the 12% Convertible Debenture in the original principal
amount of $400,000 issued by the Company to Granite dated May 13, 2010 (the
“$400,000 May 2010 Debenture”), (ii) the 12% Convertible Debenture in the
original principal amount of $101,000 issued by the Company to Granite dated May
13, 2010 (the $101,000 May 2010 Debenture”),(iii) the Common Stock Warrant
issued by the Company to Granite dated May 13, 2010, for the purchase of
5,050,000 shares of common stock (the “May 2010 5,050,000 Shares Warrant”), (iv)
the Common Stock Warrant issued by the Company to Granite dated May 13, 2010,
for the purchase of 20,000,000 shares of common stock (the “May 2010 20,000,000
Shares Warrant”), (v) the 12% Convertible Debenture in the original principal
amount of $100,000 issued by the Company to Granite dated July 22, 2010 (the
“July 2010 Debenture” and together with the $400,000 May 2010 Debenture and the
$101,000 May 2010 Debenture, the “Debentures”); and (vi) the Common Stock
Warrant issued by the Company to Granite dated July 22, 2010 (the “July 2010
Warrant”, and together with the May 2010 5,050,000 Shares Warrant and the May
2010 20,000,000 Shares Warrant, the “Warrants”).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

      

    Granite
hereby agrees that the issuance of up to 5,000,000 share of the Company’s Common
Stock to Lantree Consulting Corporation (the “LankTree Shares”)as well as the
issuance of up to 32,000,000 shares of the Company’s Common Stock to Granite
(the “Granite Shares”) shall not require an adjustment to the Conversion Price
of the Debentures or the Exercise Price of the Warrants nor shall Granite be
entitled to additional shares of Common Stock under the Debentures or Warrants
as a result of the issuance of the LankTree Shares and/or the Granite Shares.
Without limiting the generality of the foregoing, Sections 5(b) of the
Debentures (Subsequent Equity Sales) and Section 4(b) of the Warrants
(Subsequent Equity Sales) shall not apply with respect to the issuance of the
LankTree Shares and/or Granite Shares.

    


    In
consideration of the foregoing, the Company shall issue to Granite 32,000,000
shares of common stock.

    


    Except as expressly modified hereby,
the Notes, Debentures, and Warrants remain in full force and
effect.

       

    
      
        	
                Very
      truly  yours,

              
	 
      
	
                GRANITE
      FINANCIAL GROUP, LLC

              
	 
      
	
                By:  /s/

              	
                Daniel
      Schreiber

              
	 
      	
                Daniel
      Schreiber, CEO

              


      

    

        

          

    
      
        
          
            	
                    AGREED
      AND ACCEPTED

                  
	 
      
	
                    AMERICAN
      SCIENTIFIC RESOURCES, INCORPORATED

                  
	 
      
	
                    By: 

                  	  
      /s/ Christopher F.  Tirotta
	
                    Christopher
      F.  Tirotta, MD, MBA

                  
	
                    CEO,
      Chairman