DEEMED TO REFER TO THE CREDIT
AGREEMENT AS AMENDED HEREBY.
8.
NO WAIVER.
THE EXECUTION OF THIS
AMENDMENT AND ACCEPTANCE OF ANY DOCUMENTS RELATED HERETO SHALL NOT BE DEEMED TO
BE A WAIVER OF ANY DEFAULT OR EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT OR
BREACH, DEFAULT OR EVENT OF DEFAULT UNDER ANY SECURITY DOCUMENT OR OTHER
DOCUMENT HELD BY THE LENDER, WHETHER OR NOT KNOWN TO THE LENDER AND WHETHER OR
NOT EXISTING ON THE DATE OF THIS AMENDMENT.
9.
RELEASE. EACH BORROWER HEREBY
ABSOLUTELY AND UNCONDITIONALLY RELEASES AND FOREVER DISCHARGES THE LENDER, AND
ANY AND ALL PARTICIPANTS, PARENT CORPORATIONS, SUBSIDIARY CORPORATIONS,
AFFILIATED CORPORATIONS, INSURERS, INDEMNITORS, SUCCESSORS AND ASSIGNS THEREOF,
TOGETHER WITH ALL OF THE PRESENT AND FORMER DIRECTORS, OFFICERS, AGENTS AND
EMPLOYEES OF ANY OF THE FOREGOING, FROM ANY AND ALL CLAIMS, DEMANDS OR CAUSES OF
ACTION OF ANY KIND, NATURE OR DESCRIPTION, WHETHER ARISING IN LAW OR EQUITY OR
UPON CONTRACT OR TORT OR UNDER ANY STATE OR FEDERAL LAW OR OTHERWISE, WHICH ANY
BORROWER HAS HAD, NOW HAS OR HAS MADE CLAIM TO HAVE AGAINST ANY SUCH PERSON FOR
OR BY REASON OF ANY ACT, OMISSION, MATTER, CAUSE OR THING WHATSOEVER ARISING
FROM THE BEGINNING OF TIME TO AND INCLUDING THE DATE OF THIS AMENDMENT, WHETHER
SUCH CLAIMS, DEMANDS AND CAUSES OF ACTION ARE MATURED OR UNMATURED OR KNOWN OR
UNKNOWN.
10.
COSTS AND EXPENSES. THE BORROWERS HEREBY
REAFFIRM THEIR AGREEMENT UNDER THE CREDIT AGREEMENT TO PAY OR REIMBURSE THE
LENDER ON DEMAND FOR ALL COSTS AND EXPENSES INCURRED BY THE LENDER IN CONNECTION
WITH THE LOAN DOCUMENTS, INCLUDING WITHOUT
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limitation all reasonable fees and disbursements of legal counsel. Without
limiting the generality of the foregoing, the Borrowers specifically agree to
pay all fees and disbursements of counsel to the Lender for the services
performed by such counsel in connection with the preparation of this Amendment
and the documents and instruments incidental hereto. The Borrowers hereby agree
that the Lender may, at any time or from time to time in its sole discretion and
without further authorization by the Borrowers, make a loan to the Borrowers
under the Credit Agreement, or apply the proceeds of any loan, for the purpose
of paying any such fees, disbursements, costs and expenses.
11.
MISCELLANEOUS. THIS AMENDMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND
DELIVERED SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH COUNTERPARTS, TAKEN
TOGETHER, SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first written above.
WELLS FARGO BUSINESS CREDIT, INC.
MEDTOX SCIENTIFIC, INC.
MEDTOX DIAGNOSTICS, INC.
MEDTOX LABORATORIES, INC
CONSOLIDATED MEDICAL SERVICES, INC.
By
Kimberly Leppanen
Its Vice President
By
Richard J. Braun
Their Chief Executive Officer
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