**Exhibit10.3**

**AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT**

 

THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT, isdated as of January 15, 2002, 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, as amended by thatcertain Amendment No. 1 to Asset Purchase Agreement dated November 29, 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.

 

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 and the Company hereby agree as follows:

 

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 2:00 p.m. on January 22, 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.                                       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. 2, the terms of thisAmendment No. 2 shall control.

 

4.                                       This Amendment No. 2 to the Agreement maybe executed in counterpart signature pages, each of which shall be deemed anoriginal, and all such counterparts constitute but one instrument.

 

5.                                       Any provision of the Agreement may befurther amended or waived, but only if in writing and signed by each party tothis Amendment No. 2 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.

 

1

----

 

IN WITNESS WHEREOF, the parties hereto have dulyexecuted this Amendment No. 2 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 |
|        |                      |  |  |  |  |

 

2

----