exv10w21b






Exhibit 10.21b




FIRST AMENDMENT TO PURCHASED SERVICES AGREEMENT




     This FIRST AMENDMENT TO PURCHASED SERVICES AGREEMENT (this “Amendment”) is dated as of the
11th day of June, 2009, and is entered into between GK FINANCING, LLC, a California limited
liability company (“GKF”), or its wholly owned subsidiary whose obligations hereunder shall be
guaranteed by GKF, and KETTERING MEDICAL CENTER, an Ohio non-profit corporation, (“Medical
Center”).



Recitals:




     WHEREAS, GKF and Medical Center are parties to a certain Purchased Services Agreement dated
December 9, 2008 (the “Agreement”), which the parties desire to amend as set forth herein.



     NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties hereby amend the Agreement as follows:



Agreement:




     1. Defined Terms. Unless otherwise defined herein, the capitalized terms used herein
shall have the same meanings set forth in the Agreement.



     2. Extension of Term. Pursuant to Sections 5.1 and 23.19 of the Agreement, the
parties agreed that if the Equipment is delivered to the Site in advance of the expiration of the
current term of the Prior Agreement, then, (i) the Prior Agreement would terminate early upon the
deinstallation of the Model B; and (ii) the parties would negotiate an extension to the Term of the
Agreement to offset the effect of the early termination of the Prior Agreement. It is acknowledged
that the term of the Prior Agreement originally expired on June 13, 2009, but was terminated one
hundred three (103) days early (on March 3, 2009) by reason of the deinstallation of the Model B.
Accordingly, in order to offset the early termination of the Prior Agreement, the Term of the
Agreement as set forth in Section 3 of the Agreement is hereby extended by an additional one
hundred three (103) days beyond the date that is seven (7) years following the date of the First
Procedure Date at the Site.



     3. Amendment to Section 6.7. Section 6.7 of the Agreement is hereby deleted in its
entirety and replaced with the following:




“6.7 Notwithstanding anything to the contrary contained in this Agreement,
GKF’s responsibility for all costs and expenses incurred in connection with
Section 6.1, 6.2, and 6.3 shall not exceed * in the aggregate. All costs and
expenses in excess of * shall be the responsibility of Medical Center.”



     4. Full Force and Effect. Except as amended by this Amendment, all of the terms and
provisions of the Agreement shall remain in full force and effect. Notwithstanding the foregoing,
to the extent of any conflict or inconsistency between the terms and provisions of this
Amendment and that of the Agreement, the terms and provisions of this Amendment shall prevail
and control.



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     IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date first
written above.



	 	 	 	 	 	 	 	 	 
	GKF:	 	Medical Center:	 	 
	 
	 	 	 	 	 	 	 	 
	GK FINANCING, LLC	 	KETTERING MEDICAL CENTER	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Ernest A. Bates, M.D.
	 	By:
	 	/s/ Brett Spenst	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Ernest A. Bates, M.D.
	 	 	 	Name: Brett Spenst	 	 
	 

	 	Policy Committee Member
	 	 	 	Title:   VP of Finance and Operations	 	 







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