Second Waiver of Rights Agreement

EXHIBIT 10.1

    SECOND
      WAIVER OF RIGHTS AGREEMENT

    


    This
      Second Waiver of Rights Agreement (the “Agreement”)
      is
      made and entered into on April  17, 2007, to be effective as of January 15,
      2007 (the “Effective
      Date”),
      by
      and between Pediatric
      Prosthetics, Inc.,
      an
      Idaho corporation (“Pediatric”)
      and
AJW
      Partners, Inc., AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners,
      LLC and New Millennium Capital Partners, II, LLC
      (collectively the “Purchasers”),
      each
      individually a “Party”
and
      collectively the “Parties.”

    


    W I T N E S S E T H:

    


    WHEREAS,
      pursuant to a Securities Purchase Agreement entered into with the Purchasers
      on
      May 30, 2006 (the “Closing”
and
      the
“Purchase
      Agreement”),
      Pediatric agreed to sell the Purchasers an aggregate of $1,500,000 in three
      tranches of Callable Secured Convertible Notes (the “Notes”),
      of
      which $600,000 in Notes were sold on May 30, 2006 and $400,000 in Notes were
      sold on or around February 16, 2007, with the remaining $500,000 in Notes to
      be
      sold in a subsequent tranche when Pediatric receives effectiveness of its Form
      SB-2 Registration Statement as set forth in the Purchase Agreement.
      Additionally, pursuant to the Purchase Agreement and in connection with the
      sale
      of the Notes, Pediatric granted 50,000,000 Warrants to purchase shares of
      Pediatric’s common stock at $0.10 per share to the Purchasers (the “Warrants”
or
      “Warrant
      Agreements”);

    


    WHEREAS,
      Pediatric agreed to register the shares of common stock which the Notes are
      convertible into and the shares of common stock which the Warrants are
      exercisable for (the “Underlying
      Securities”),
      pursuant to a Registration Rights Agreement (the “Rights
      Agreement”)
      entered into with the Purchasers at the Closing;

    


    WHEREAS,
      the
      Parties have previously entered into a Waiver of Rights Agreement dated October
      25, 2006 (the “Waiver
      Agreement”),
      to
      amend certain of the documents entered into by the Parties at the Closing,
      including the Rights Agreement, which Waiver Agreement shall not be affected
      by
      the terms and conditions of this Agreement;

    


    WHEREAS,
      pursuant to Section 4(n) of the Purchase Agreement, as amended by the Waiver
      Agreement, Pediatric agreed to use its best efforts to obtain shareholders
      consent on or before December 15, 2006, to increase its authorized shares of
      common stock (the “Shareholder
      Approval”);
      and
      pursuant to Section 2(a) of the Rights Agreement, as amended by the Waiver
      Agreement, Pediatric agreed to file a registration statement with the Commission
      (the “Registration
      Statement”)
      covering the Underlying Securities no later than January 15, 2007 (“Filing
      Date”)
      and
      pursuant to Section 3(a) of the Rights Agreement, as amended by the Waiver
      Agreement, to obtain effectiveness of such Registration Statement by April
      16,
      2007 (the “Effectiveness
      Date”);

    


    WHEREAS,
      pursuant to Section 3(V) of the Securities Purchase Agreement, Pediatric agreed
      to maintain effective controls and procedures (the “Controls
      and Procedures”),
      which
      Controls and Procedures Pediatric has had difficultly in maintaining to
      date;

    


    WHEREAS,
      pursuant to Section 3(X) of the Securities Purchase Agreement, Pediatric agreed
      that following the Closing, it would be “solvent,” defined as having assets
with
      a
      fair market value greater than its liabilities (“Solvency”),
      which
      Pediatric no longer believes is correct; 


    
      
        


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          Prosthetics, Inc.  Second
          Waiver of Rights Agreement

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    WHEREAS,
      pursuant to Section 7(G) of the Securities Purchase Agreement and Section 3.9
      of
      the Notes, Pediatric agreed to obtain authorization to have its common stock
      quoted on the OTCBB, which authorization has not been obtained to date (the
      “Listing
      Requirement”);

     

    NOW,
      THEREFORE,
      in
      consideration for the promises and pledges contained below and other good and
      valuable consideration, which consideration Pediatric and the Purchasers
      acknowledge receipt of, and the premises and the mutual covenants, agreements,
      and considerations herein contained, the Parties hereto agree as
      follows:

    


    1. Waiver
      of the Defaults.

    


    
      	 	
              Due
                to the fact that Pediatric has experienced delays in filing its periodic
                reports and information statement filing with the Commission in connection
                with comments received from the Commission, which comments were unforeseen
                at the Closing, and in consideration for the grant of the Additional
                Warrants (as defined below) the Purchasers
                agree:

            


    

    


    
      	
            	(1)	
              To
                reconfirm the waiver of Pediatric’s failure to file a registration
                statement covering the Underlying Securities prior to January 15,
                2007,
                which was the required filing date as provided in the Waiver Agreement,
                which default has previously been waived via
                email;

            


    

    


    
      	
            	(2)	
              That
                Pediatric is not in default of the Registration Rights Agreement
                or
                Warrant Agreements as a result of such Registration Statement not
                including the shares issuable to the Purchasers in connection with
                the
                exercise of the Warrants;

            


    

    


    
      	 	
              (3)

            	
              To
                waive Pediatric’s inability to maintain effective Controls and Procedures
                and to require Pediatric moving forward to use its “best efforts” to
                maintain effective Controls and
                Procedures;

            


    

    


    
      	 	
              (4)

            	
              To
                waive the Solvency requirement as provided by the Securities Purchase
                Agreement; 

            


    

    


    
      	 	
              (5)

            	
              To
                waive the Listing Requirement as provided by the Securities Purchase
                Agreement and Notes, and instead to require Pediatric to use its
“best
                efforts” to obtain listing of its securities on the OTCBB as soon
                hereafter as practicable; and

            


    

    


    which
      acknowledgments and waivers shall be effective as of the Effective
      Date.

    


    2. Amendment
      to Rights Agreement.
      

    


    (a) Subject
      to satisfaction of the conditions precedent set forth in Section 5 below, and
      in
      consideration for the issuance of the Additional Warrants, as defined below,
      Section 1(a)(iii) of the Rights Agreement is hereby amended and replaced in
      its
      entirety and the following new Section 1(a)(iii), inserted in lieu
      thereof:


    
      
        


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          Prosthetics, Inc.  Second
          Waiver of Rights Agreement

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    ““Registrable
      Securities”
means
      9,356,392 of the Conversion Shares issued or issuable upon conversion or
      otherwise pursuant to the Notes and Additional Notes (as defined in the
      Securities Purchase Agreement), which amount shall include, without limitation,
      any and all Damages Shares (as defined in the Notes) issuable in payment of
      the
      Standard Liquidated Damages Amount (as defined in the Securities Purchase
      Agreement), shares issued or issuable in respect of interest or in redemption
      of
      the Notes in accordance with the terms thereof); but such term shall not include
      any of the Warrant Shares issuable, upon exercise or otherwise pursuant to
      the
      Warrants and Additional Warrants (as defined in the Securities Purchase
      Agreement);”

    


    (b) Subject
      to satisfaction of the conditions precedent set forth in Section 5 below, and
      in
      consideration for the issuance of the Additional Warrants, as defined below,
      Section 2(a) of the Rights Agreement is hereby amended and replaced in its
      entirety and the following new Section 2(a), inserted in lieu
      thereof:

    


    “Mandatory
      Registration.
      The
      Company shall prepare, and, on or prior to February 15, 2007 (the “Filing
      Date”),
      file
      with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then
      available, on such form of Registration Statement as is then available to effect
      a registration of the Registrable Securities, subject to the consent of the
      Initial Investors, which consent will not be unreasonably withheld) covering
      the
      resale of the Registrable Securities;”

     

     

    (c) Subject
      to satisfaction of the conditions precedent set forth in Section 5 below, and
      in
      consideration for the issuance of the Additional Warrants, as defined below,
      Section 3(a) of the Rights Agreement is hereby amended and replaced in its
      entirety and the following new Section 3(a), inserted in lieu
      thereof:

    


    “The
      Company shall prepare promptly, and file with the SEC not later than the Filing
      Date, a Registration Statement with respect to the number of Registrable
      Securities provided in Section 2(a), and thereafter use its best efforts to
      cause such Registration Statement relating to Registrable Securities to become
      effective as soon as possible after such filing but in no event later than
      August 13, 2007, and keep the Registration Statement effective pursuant to
      Rule
      415 at all times until such date as is the earlier of (i) the date on which
      all
      of the Registrable Securities have been sold and (ii) the date on which the
      Registrable Securities (in the opinion of counsel to the Initial Investors)
      may
      be immediately sold to the public without registration or restriction
      (including, without limitation, as to volume by each holder thereof) under
      the
      1933 Act (the “Registration
      Period”),
      which
      Registration Statement (including any amendments or supplements thereto and
      prospectuses contained therein) shall not contain any untrue statement of a
      material fact or omit to state a material fact required to be stated therein,
      or
      necessary to make the statements therein not misleading;” 

     


    
      
        


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          Prosthetics, Inc.  Second
          Waiver of Rights Agreement

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    (d) The
      Purchasers agree that after the Parties entry into this Agreement, Pediatric
      will only be responsible for registering a total of 9,356,392 of the shares
      of
      common stock underlying the Notes pursuant to the Rights Agreement, the Notes,
      Warrant and Purchase Agreement; that the Purchasers will rely on Rule 144 for
      the conversion and subsequent sale of any of the additional shares issuable
      in
      connection with the conversion of the Notes (including the conversion of any
      interest on the Notes or any damages on the Notes) which are no longer required
      to be registered pursuant to the Rights Agreement by Pediatric; and that the
      Purchasers will rely on their cashless exercise provision and the holding
      requirements of Rule 144 in connection with the exercise and subsequent sale
      of
      the Warrant Shares; and

    


    (e)
       Each
      party hereto agrees that all provisions of the Rights Agreement, Notes,
      Warrants, and Purchase Agreement (the “Closing
      Documents”),
      describing or referring to the “Registrable Securities” or the shares of common
      stock which Pediatric is required to register with the Commission, shall refer
      only to the shares of common stock issuable in connection with the conversion
      of
      9,356,392 of the shares of common stock underlying the Notes, and Pediatric
      shall not be responsible for registering any of the other shares convertible
      in
      connection with the Notes, or issuable in connection with the exercise of the
      Warrants; and that any references in the Closing Documents to the Filing Date
      and/or the Effectiveness Date shall refer to those dates as amended
      hereby.

    


    3.   Grant
      of Additional Warrants.

    


    
      	 	
              In
                connection with and in consideration for the Purchasers agreeing
                to the
                terms and conditions of Sections 1 and 2, above, Pediatric agrees
                to grant
                an additional 1,000,000 Warrants to the Purchasers, on substantially
                the
                same terms and conditions as the previous Warrants granted in connection
                with the Closing, including an exercise price of $0.10 per share
                and an
                expiration date of May 30, 2013, but with a grant date of the date
                of this
                Agreement as provided above (the “Additional
                Warrants”),
                which Additional Warrants shall be distributed to the Purchasers
                as
                provided on Schedule 1 attached hereto, and which Additional Warrants
                shall not be required to be registered with the
                Commission.

            


    

    


    4.  No
      Event of Default.

    


    The
      Purchasers agree that after the Parties entry into this Agreement, Pediatric
      will not be in default of any covenant described in the Closing Documents or
      Registration Rights Agreement, and that no Event of Default as defined in those
      documents shall have occurred or shall be occurring.

     

    5.Conditions
      of Effectiveness.
      This
      Amendment shall become effective upon due execution by each of the Parties
      hereto.

    


    


    



    
      
        


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          Prosthetics, Inc.  Second
          Waiver of Rights Agreement

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    6.
       Miscellaneous.

    


    
      	 	
              (1)

            	
              Assignment.
                All of the terms, provisions and conditions of this Agreement shall
                be
                binding upon and shall inure to the benefit of and be enforceable
                by the
                Parties hereto and their respective successors and permitted assigns.
                

            


    

    


    
      	 	
              (2)

            	
              Applicable
                Law.
                This Agreement shall be construed in accordance with and governed
                by the
                laws of the State of Texas, excluding any provision of this Agreement
                which would require the use of the laws of any other
                jurisdiction.

            


    

    


    
      	 	
              (3)

            	
              Entire
                Agreement, Amendments and Waivers.
                This Agreement constitutes the entire agreement of the Parties hereto
                and
                expressly supersedes all prior and contemporaneous understandings
                and
                commitments, whether written or oral, with respect to the subject
                matter
                hereof. No variations, modifications, changes or extensions of this
                Agreement or any other terms hereof shall be binding upon any Party
                hereto
                unless set forth in a document duly executed by such Party or an
                authorized agent or such Party. 

            


    

    


    
      	
            	(4)	
              Waiver.
                No
                failure on the part of any Party to enforce any provisions of this
                Agreement will act as a waiver of the right to enforce that
                provision.

            


    

    


    
      	 	
              (5)

            	
              Section
                Headings.
                Section headings are for convenience only and shall not define or
                limit
                the provisions of this Agreement.

            


    

    


    
      	 	
              (6)

            	
              Effect
                of Facsimile and Photocopied Signatures.
                This Agreement may be executed in several counterparts, each of which
                is
                an original. It shall not be necessary in making proof of this Agreement
                or any counterpart hereof to produce or account for any of the other
                counterparts. A copy of this Agreement signed by one Party and faxed
                to
                another Party shall be deemed to have been executed and delivered
                by the
                signing Party as though an original. A photocopy of this Agreement
                shall
                be effective as an original for all
                purposes.

            


    

    


    


    


    


    


    


    


    


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          Prosthetics, Inc.  Second
          Waiver of Rights Agreement

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      This
      Agreement has been executed by the Parties on the date first written above,
      with
      an Effective Date as provided above.

    


    


    Pediatric
      Prosthetics, Inc.

    


    


    /s/
      Kenneth W. Bean

    Kenneth
      W. Bean

    VP
      Operation, C.O.O.

    


    


    Purchasers:

    


    


    AJW
      Partners, LLC

     

    By:
      SMS
      Group, LLC

     

    /s/
      Corey S.
      Ribotsky                                                 


    Corey
      S.
      Ribotsky

    Manager
      

     

    AJW
      Offshore, Ltd.

     

    By:
      First
      Street Manager II, LLC

    


    /s/
      Corey S.
      Ribotsky                                               


    Corey
      S.
      Ribotsky

    Manager

    


    


    AJW
      Qualified Partners, LLC

     

    By:
      AJW
      Manager, LLC

     

    /s/
      Corey S.
      Ribotsky                                             
 

    Corey
      S.
      Ribotsky

    Manager

    


    


    New
      Millennium Capital Partners, Ii, LLC

     

    By:
      First
      Street Manager II, LLC

     

    
      /s/
        Corey S.
        Ribotsky                                              

Corey
      S.
      Ribotsky

    Manager

    



    
      
        
          


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            Prosthetics, Inc.  Second
            Waiver of Rights Agreement

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    SCHEDULE
      1

    


    


    Breakdown
      of the Grant of Additional Warrants

    


    
      	
              Purchasers:

            	
              Warrants

            
	 	 
	
              AJW
                Partners, LLC

               

            	102,000
	
              AJW
                Offshore, Ltd.

               

            	606,000
	
              AJW
                Qualified Partners, LLC

               

            	279,000
	
              New
                Millennium Capital Partners, II, LLC

               

            	13,000
	
              Total
                Warrants

               

            	
              1,000,000