Contract

Exhibit 4.17 ———— FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This First Amendment (this “First Amendment”) to the SecuritiesPurchase Agreement (the “Securities Purchase Agreement”), dated January 19,2006, among Synova Healthcare Group, Inc., a Nevada corporation (the “Company”),and each purchaser identified on the signature pages hereto (each, including itssuccessors and assigns, a “Purchaser” and collectively the “Purchasers”), isdated and effective as of March 16, 2006. All capitalized terms not otherwisedefined herein shall have the definitions ascribed to them in the SecuritiesPurchase Agreement. WHEREAS, in accordance with Section 5.4 of the Securities PurchaseAgreement, the Company and the holders of a majority of the Shares purchasedunder the Securities Purchase Agreement in transactions exempt from registrationunder the Securities Act pursuant to Rule 506 of Regulation D thereunder desireto amend the Securities Purchase Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual promises of the partieshereto and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, and intending to be legally boundhereby, the parties agree as follows: 1. Definitions. Certain of the definitions in Section 1.1 of theSecurities Purchase Agreement are hereby amended to read as follows: (a) The definition “Closing Date” shall be amended to reflectthat (i) the Closing Date with respect to purchasers in the Regulation Soffering shall be April 14, 2006, and (ii) the Closing Date for all otherpurchasers shall be January 19, 2006. (b) The definition “Registration Rights Agreement” shall meanthe Registration Rights Agreement, dated January 19, 2006, as amended. 2. Anti-Dilution Rights. The first sentence of Section 4.9(a) of theSecurities Purchase Agreement shall be amended so that the phrase “less than$2.00” shall be deleted and replaced with “less than $1.50.” 3. Consideration. As consideration for each Purchaser’s agreement toexecute and deliver this First Amendment, the Company shall deliver to eachPurchaser hereunder 41,666 shares of Common Stock. Such shares of Common Stockshall be issued in accordance with all of the applicable terms and conditions ofthe Securities Purchase Agreement, as amended by this First Amendment.Notwithstanding Section 4.9(a) of the Securities Purchase Agreement, all sharesof Common Stock issued pursuant to this Section 3 shall have piggybackregistration rights with respect to the Registration Statement, in accordancewith Section 6(e) of the Registration Rights Agreement. 4. No Other Provisions Affected. Except as set forth above, theremaining provisions of the Securities Purchase Agreement shall remain in fullforce and effect. IN WITNESS WHEREOF, the parties hereto have caused this First Amendmentto be duly executed by their respective authorized signatories as of the datefirst indicated above. Address for Notice: ——————-SYNOVA HEALTHCARE GROUP, INC. SYNOVA HEALTHCARE GROUP, INC. Rose Tree Corporate Center 1400 N. Providence RoadBy:__________________________________ Suite 6010, Building II Name: Stephen E. King Media, PA 19063 Title: Chief Executive OfficerWith a copy to (which shall not constitute notice)BLANK ROME LLPOne Logan SquarePhiladelphia, PA 19103Attention: Alan L. Zeiger, Esquire [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES FOR PURCHASERS FOLLOW] 2 [PURCHASER SIGNATURE PAGES TO FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this First Amendment tothe Securities Purchase Agreement to be duly executed by their respectiveauthorized signatories as of the date first indicated above.Name of Investing Entity:______________________________________________________Signature of Authorized Signatory of Investing Entity:_________________________Name of Authorized Signatory:__________________________________________________Title of Authorized Signatory:_________________________________________________Email Address of Authorized Entity:____________________________________________Address for Notice of Investing Entity:Address for Delivery of Securities for Investing Entity (if not same as above): 3