Exhibit 1.2
AMENDMENT NO. 1 TO PLACEMENT AGENT AGREEMENT
January 13, 2005
Brookshire Securities Corporation
4 West Las Olas Blvd., 8th Floor
Ft. Lauderdale, Florida 33301
Attention: Legal Department
Re: PLACEMENT AGENT AGREEMENT
Gentlemen:
Reference is made to that certain Placement Agent Agreement (the
"Agreement"), dated as of October 22, 2004, by and between Brookshire Securities
Corporation ("Brookshire") and CepTor Corporation ("CepTor"). This letter is to
confirm our mutual agreement that the Agreement shall be amended to reflect
CepTor's option to increase the maximum amount of the Offering to $12,000,000
(480 Units), with an over-allotment option of $1,800,000 (72 Units).
As compensation for Brookshire's agreement to continue as Placement Agent,
Ceptor shall issue to Brookshire 150,000 additional shares of its common stock,
par value, $0.0001 per share, should the final amount of gross proceeds from
closings under the Offering exceed $6,900,000. Should the final amount be less
than $12,000,000, Brookshire's additional shares shall be reduced pro rata, to
zero additional shares should the final amount of closings under the Offering be
$6,900,000 or less.
Notwithstanding the foregoing, should CepTor not increase the maximum
amount of the Offering in accordance with the immediately preceding paragraph,
CepTor may nonetheless accept up to $7,590,000 of subscriptions (10% increase).
If the foregoing conforms with your understanding of the arrangements
between us, please this letter in the space indicated, whereupon this letter
shall constitute a binding and legal agreement between CepTor and Brookshire.
Very truly yours,
CEPTOR CORPORATION
By:/s/ William H. Pursley
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William Pursley
Chief Executive Officer
Accepted as of the date first written above:
BROOKSHIRE SECURITIES CORPORATION
By: /s/ Timothy B. Ruggiero
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Timothy B. Ruggiero
President
