0001047469-04-036257 Sample Contracts

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Rights Agreement • December 6th, 2004 • Procyte Corp /Wa/ • Pharmaceutical preparations

Subject to the terms hereof, pursuant to Section 26 of the Rights Agreement, dated as of December 7, 1994, by and between ProCyte Corporation (the "Company") and Computershare Investor Services (formerly, American Securities Transfer, Inc.) (the "Rights Agreement"), the Company, by this Amendment of Rights Agreement dated as of December 1, 2004, does hereby amend the Rights Agreement as follows:

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