AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 to the Agreement and Plan of Merger dated as of
November 17, 1997 (the "Merger Agreement") among International Nursing
Services, Inc., a Colorado corporation (collectively, with its subsidiaries,
the "Company"), Cymedix Lynx Corporation, a Colorado corporation wholly owned
by the Company (the "Merger Sub") and Cymedix Corporation, a California
corporation ("Cymedix") is entered into as of December 10, 1997 among the
parties to the Merger Agreement.
In accordance with Section 8.1 of the Merger Agreement, the parties
desire to amend the Merger Agreement to delete Section 6.10(c) thereof in its
entirety and replace it with the following:
"(c) By acceptance of Merger Shares, each Holder will be deemed to agree
to (i) refrain from publicly selling or offering for sale any Merger Shares
until the Registration Statement is effective, (ii) refrain from effecting any
disposition of Merger Shares that would constitute a sale within the meaning
of the Securities Art except as contemplated in the Registration Statement and
(iii) limit sales in each month during the period from the effectiveness of
the Registration Statement until the first anniversary of the Effective Date
to 10 % of the Merger Shares received by that Holder in the Merger. The
Company will be entitled to place stop orders with the transfer agent for the
Company Common Stock to implement the restriction."
As amended hereby, the Merger Agreement shall continue in full force and
effect. This Amendment No. 1 may be executed in separate counterparts, all of
which shall be considered one and the same instrument and shall become
effective when one or more counterparts have been signed by each of the
parties and delivered to the other party.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
as of the date first above written.
INTERNATIONAL NURSING SERVICES, INC.
By: /s/Xxxx X. Xxxxx
Chairman and Chief Executive
Officer
CYMEDIX LYNX CORPORATION
By: /s/ Xxxx X. Xxxxx
Chairman and Chief Executive Officer
CYMEDIX CORPORATION
By: /s/ Xxxxx Xxxxxx
President
