**Exhibit10.2**

**AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT**

 

THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT, isdated as of November 29, 2001, by and between Surgidyne, Inc., a Minnesotacorporation (“Seller”) and Oxboro Medical, Inc., a Minnesota corporation (the“Company”).

 

**WITNESSETH**

 

WHEREAS, Seller and the Company have entered into anAsset Purchase Agreement, dated as of October 4, 2001 (the “Agreement”); and

 

WHEREAS, the parties to the Agreement wish to amendthe Agreement to change the date for closing of the transactions contemplatedby the Agreement and to make a clarification regarding accounts payable.

 

NOW, THEREFORE, in connection with and inconsideration of the premises and the mutual agreements and covenantshereinafter set forth, and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged and intending to belegally bound hereby, Seller, Acquisition and the Company hereby agree asfollows:

 

1.                                       Capitalized terms used but not otherwisedefined herein shall have the same meanings as in the Agreement.

 

2.                                       Section 7.1 is hereby amended to read inits entirety:

 

7.1           Closing.  The closing of the transaction contemplated by this Agreement(“Closing”) shall be held at the offices of Lindquist & Vennum P.L.L.P.,4200 IDS Center, Minneapolis, MN 55402 at 9:00 a.m. on January 15, 2002 or atsuch other time or place as the parties may mutually agree, but effective atthe close of business on such date (the “Closing Date”).  Seller specifically acknowledges that timeis of the essence in the Closing of this Agreement.

 

3.                                       Section 1.3(b) is hereby amended to readin its entirety:

 

b.             All(i) current trade accounts payable and (ii) other accounts payable of Sellerwhich have been due in excess of 120 days in the amounts set forth on Exhibit1.3(b) or on the Closing Payables Sheet.

 

4.                                       Except as modified herein, all of theterms and conditions of the Agreement remain unchanged and in full force andeffect and are hereby ratified as of the date hereof by the partieshereto.  In the event of a conflict inthe terms of the Agreement and this Amendment No. 1, the terms of thisAmendment No. 1 shall control.

 

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5.                                       This Amendment No. 1 to the Agreement maybe executed in counterpart signature pages, each of which shall be deemed anoriginal, and all such counterparts constitute but one instrument.

 

6.                                       Any provision of the Agreement may befurther amended or waived, but only if in writing and signed by each party tothis Amendment No. 1 to the Agreement, in the case of an amendment, or in thecase of waiver, in writing and signed by the party against whom the waiver isto be effective.

 

*[Remainder of page intentionally left blank.]*

 

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IN WITNESS WHEREOF, the parties hereto have dulyexecuted this Amendment No. 1 to the Agreement as of the day and year firstabove written.

 
|   | OXBORO MEDICAL, INC. |
|--------|----------------------|
|   |                 |   |   |
|   | By:                  | /s/ |  J. David  Berkley |
|   | Name:                | J. David Berkley |
|   | Title:               | President |
|   |                 |   |   |
|   | SURGIDYNE, INC.      |
|   |                 |   |   |
|   | By:                  | /s/ |  Theodore  Johnson |
|   | Name:                | Theodore Johnson |
|   | Title:               | Chairman of the Board |
|        |                      |  |  |  |  |

 

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