0001104659-01-503726 Sample Contracts

MODIFICATION OF SECURED PROMISSORY NOTE
Modification of Secured Promissory Note • December 26th, 2001 • Lee Pharmaceuticals • Perfumes, cosmetics & other toilet preparations

WHEREAS, this agreement is in reference to a loan which is evidenced by an instrument entitled Secured Promissory Note (NOTE), dated March 16, 2001 executed by LEE PHARMACEUTICALS for the original principal sum of One Hundred Thousand and 00/100 Dollars ($100,000.00) and payable to the order of PREFERRED BUSINESS CREDIT, INC.

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MODIFICATION TO PROMISSORY NOTE
Promissory Note Modification • December 26th, 2001 • Lee Pharmaceuticals • Perfumes, cosmetics & other toilet preparations

WHEREAS, on July 3, 1995, Lee Pharmaceuticals ("maker") and Sass DiSalvo ("Holder") entered into an agreement ("Note") whereby Lee Pharmaceuticals was to pay to Sass DiSalvo the sum of Fifty Thousand Dollars; and

RESTRUCTURING AND OFFSET AGREEMENT
Restructuring and Offset Agreement • December 26th, 2001 • Lee Pharmaceuticals • Perfumes, cosmetics & other toilet preparations • California

This RESTRUCTURING AND OFFSET AGREEMENT (the "Agreement") is entered into by and among AP Pharma, Inc. (formerly Advanced Polymer Systems, Inc.), a Delaware corporation ("AP"), Premier Consumer Products, Inc., a Delaware Corporation ("Premier") and Lee Pharmaceuticals, Inc., a California company ("Lee") as of this __ day of July 23, 2001.

AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • December 26th, 2001 • Lee Pharmaceuticals • Perfumes, cosmetics & other toilet preparations • California

This AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement") is made as of July 23, 2001, by and between LEE PHARMACEUTICALS, INC., a California corporation ("Grantor") and AP PHARMA, INC. (formerly Advanced Polymer Systems, Inc.), a Delaware corporation ("AP" or "Secured Party").

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