Exhibit 6
AMENDMENT NO. 1 (this "Amendment"), dated as of
October 16, 1997, to the Agreement (the "Agreement") dated as of
October 14, 1997 by and between NutraMax Products, Inc., a
Delaware corporation (the "Company"), and Cape Xxx Investors,
L.L.C., a Delaware limited liability company (the "Purchaser").
All capitalized terms used in this Amendment and not otherwise
defined herein shall have the meanings set forth in the
Agreement.
1. The references to "78%" in the fifth line and to
".78" in the seventh line of Section 2.2 of the Agreement are
hereby amended, respectively, to read "77%" and ".77" and all
references in the Agreement to the Other Purchasers are hereby
amended to be a reference to three other purchasers, rather than
two, as previously set forth in the Agreement.
2. Except as expressly provided herein, the Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has
duly executed and delivered this Amendment as of the date first
above written.
NUTRAMAX PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
Title: President/CEO
CAPE XXX INVESTORS, L.L.C.
By: Chilmark Fund II, L.P.,
its Managing Member
By: Chilmark II, L.L.C.,
its General Partner
By: /s/ Xxxx X. Xxxxxxxxx
------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
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