ex10-1.htm


    Exhibit
10.1

    CHANGE IN TERMS
AGREEMENT

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Principal

                              $300,000.00

                            	
                              Loan
      Date

                              03-20-2009

                            	
                              Maturity

                              09-01-2009

                            	
                              Loan
      No.

                              11001

                            	
                              Call/Coll

                              182/802

                            	
                              Account

                              E0000085385

                            	
                              Officer

                              sxt1u

                            	
                              Initials

                              /s/
      SDT

                            


                    

                  

                

              

            

          

        

      

    

    References
in the boxes above are for Lenders use only and do not limit the
applicability of this document to any particular loan or
item.

    Any item above
containing "**" has been omitted due to text length limitations.

     

    
      
        	
                Borrower:

              	
                ADCO
      Surgical Supply, Inc.

                1292
      Hammond Street

                Bangor,
      ME 04401

              	
                Lender:

              	
                KeyBank
      National Association

                ME-CBB-Bangor
      Kay Plaza

                23
      Water Street

                Bangor,
      ME 04401

              


      

    

     

     

    
      
        	
                Principal
      Amount: $300,000.00

              	
                Date of
      Agreement: March 20,
      2009

              


      

    

     

    DESCRIPTION OF
EXISTING INDEBTEDNESS. Obligor No.:
0000085385.

    Obligation No.:
0000011001.

    Original
Promissory Note dated October 6, 2006, in the principal amount of
$300,000.00.

     

     

    DESCRIPTION OF
CHANGE IN TERMS. The maturity date of the Loan is hereby extended to
September 1, 2009.

     

    The Index
currently is 3.25% per annum. The interest rate to be applied to the unpaid
principal balance of this Note will be at a rate of 2.00 percentage
point(s) over the Index, resulting in an initial rate of 5.25% per annum.
NOTICE: Under no circumstances will the interest rate on this Note be more than
the maximum rate allowed by applicable law.

     

    CONTINUING
VALIDITY. Except as expressly changed by this Agreement, the terms of the
original obligation or obligations, including all agreements evidenced or
securing the obligation(s), remain unchanged and in full force and effect.
Consent by Lender to this Agreement does not waive Lenders right to strict
performance of the obligation(s) as changed, nor obligate Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of the obligation(s).  It is the intention of Lender to retain as
liable parties all makers and endorsers of the original obligation(s), including
accommodation parties, unless a party is expressly released by Lender in
writing. Any maker or endorser, including accommodation makers, will not be
released by virtue of this Agreement.  If any person who signed the
original obligation does not sign this Agreement below, then all persons signing
below acknowledge that this Agreement is given conditionally, based on the
representation to Lender that the non-signing party consents to the changes and
provisions of this Agreement or otherwise will not be released by it. This
waiver applies not only to any initial extension, modification or release, but
also to all such subsequent actions.

     

     

    PRIOR TO SIGNING
THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.

     

    CHANGE IN TERMS
SIGNERS:

     

    ADCO SURGICAL
SUPPLY, INC.

     

    By:   /s/
Mark
Dumouchel                                                                           

            
Mark Dumouchel, President of ADCO Surgical Supply, Inc.

     

     

    NYER MEDICAL
GROUP, INC., GUARANTOR

     

    By:   /s/
Mark
Dumouchel                                                                           

            
Mark Dumouchel, President of Nyer Medical Group, Inc., Guarantor