Exhibit 9c(2)
AMENDMENT NO.1 (this "Amendment"), dated as of October 16, 1997, to
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the Agreement (the "Agreement") dated as of October 14, 1997 by and between
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NutraMax Products, Inc., a Delaware corporation (the "Company"), and Cape Xxx
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Investors, L.L.C., a Delaware limited liability company (the "Purchaser"). All
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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 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
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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
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President
