EX-1
from 8-K
1 page
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 William Pursley Chief Executive Officer Accepted as of the Date First Written Above: Brookshire Securities Corporation By: /S/ Timothy B. Ruggiero Timothy B. Ruggiero President
12/34/56
