0001144204-06-042762 Sample Contracts

FIRST AMENDMENT
Secured Promissory Note • October 18th, 2006 • Familymeds Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

Under the terms of the Note, in lieu of making any interest payments in cash during the First Year and/or the Second Year (as defined in the Note), Borrower may issue and deliver to Lender a number of registered and freely tradable shares of common stock. Borrower currently is unable to issue freely tradable shares.

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