0001193125-04-165742 Sample Contracts

AMENDMENT NO. 1 AND AGREEMENT
Securities Purchase Agreement • October 4th, 2004 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies

This AMENDMENT NO. 1 AND AGREEMENT, dated as of September 15, 2004, (this “Amendment No. 1”), by and between VERTICAL HEALTH SOLUTIONS, INC., a Florida corporation (the “Parent”), VERTICAL HEALTH VENTURES, INC., a Delaware Corporation (the “Company”) and wholly owned subsidiary of the Parent and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”).

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AMENDMENT NO. 1 TO CERTIFICATE OF DESIGNATIONS
Certificate of Designations • October 4th, 2004 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies

This AMENDMENT NO. 1 to the CERTIFICATE OF DESIGNATIONS, dated as of September 15, 2004 (this “Amendment No. 1”), made by VERTICAL HEALTH VENTURES, INC., a Delaware corporation (the “Company”) and wholly owned subsidiary of VERTICAL HEALTH SOLUTIONS, INC., a Florida corporation (the “Parent”), and acknowledged and agreed to by Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”).

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