FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
DATED SEPTEMBER 15, 1999
BY AND AMONG
BCAM INTERNATIONAL, INC., LUNGCHECK HEALTH, INC.
AND LUNGCHECK, INC.
The undersigned agree that, following the consummation of the merger
contemplated by the Agreement and Plan of Merger, the following treatment will
take place with respect to exercisable options and warrants issued by LungCheck,
Inc. for the purchase of LungCheck, Inc. common stock at a purchase price per
share $1.00 or more immediately prior to the merger. Each such option or warrant
shall be replaced with an option or warrant to purchase BCAM Series B
Acquisition Preferred Stock ("BCAM Preferred Stock") based upon the following:
(a) The number of shares of LungCheck, Inc. common stock purchasable under
the option or warrant prior to the merger shall be converted into an option or
warrant to purchase an amount of BCAM Preferred Stock equal to the product of:
the number of shares of Lungcheck, Inc. common stock purchasable pursuant
to warrants or options exercisable immediately prior to the merger
multiplied by .008.
(b) The purchase price per share of BCAM Preferred Stock shall be computed
as follows:
the purchase price per share of Lungcheck, Inc. common stock set forth in
the Lungcheck, Inc. warrant or option multiplied by .75 and further
multiplied by 100.
Dated: October 8, 1999
BCAM INTERNATIONAL, INC.
By:____________________________
LUNGCHECK HEALTH, INC.
By:____________________________
LUNGCHECK, INC.
By:____________________________
