FIRST AMENDMENT
TO
STOCK ESCROW AGREEMENT
THIS FIRST AMENDMENT TO STOCK ESCROW AGREEMENT (this "Amendment") made
as of the 30th day of November, 1996, by and among Continental Stock Transfer
and Trust Company, Life Critical Care Corporation (the "Company") and each of
the stockholders of the Company listed on Schedule I annexed hereto.
RECITALS
The parties are parties to a Stock Escrow Agreement among them dated
November 25, 1996 (the "Agreement") and desire to amend the Agreement as set
forth herein.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF the mutual entry into this
Amendment by the parties hereto, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged by each party hereto,
the parties hereto hereby agree as follows:
Section 1. Amendment of Agreement. The provisions of the Agreement
are hereby amended as follows:
1.1. Section 1 of the Agreement is amended by deleting
"600,000 shares" from the third line thereof and by inserting in lieu thereof
the following: "525,000 shares".
1.2. Section 3(a) is amended by deleting "300,000"
from the second line thereof and by inserting in lieu thereof the following:
"262,500".
1.3. Schedule I of the Agreement is hereby deleted and
replaced by Schedule I to this Amendment, attached hereto and hereby made a part
hereof.
Section 2. Effect of this Amendment. Except as hereinabove set forth,
the provisions of the Agreement shall hereafter remain in full force and effect.
Section 3. This Amendment may be executed in two or more counterparts,
all of which when taken together shall constitute one and the same original.
IN WITNESS WHEREOF, the parties have executed this Amendment the day
and year first above written.
CONTINENTAL STOCK TRANSFER
AND TRUST COMPANY
By: ______________________________
Name:
Title:
LIFE CRITICAL CARE CORPORATION
By: _______________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
____________________________________
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____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
____________________________________
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-2-
SCHEDULE I
to
FIRST AMENDMENT
to
STOCK ESCROW AGREEMENT
Name of Stockholder Number of Escrow Shares
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 270,000
▇▇▇ ▇. ▇▇▇▇▇▇ 153,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 34,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 34,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 34,000
--------
TOTAL: 525,000
