8.5% Convertible Debentures Sample Contracts

SECOND AMENDMENT TO
8.5% Convertible Debentures • September 20th, 2002 • Cygnus Inc /De/ • Pharmaceutical preparations • New York

This Second Amendment to 8.5% Convertible Debentures Due June 29, 2004 (this “Amendment”) is dated September 17, 2002, by and among Cygnus Inc., a Delaware corporation (the “Company”), and each Holder, as defined below, and is made with reference to those certain Series of 8.5% Convertible Debentures Due June 29, 2004, as Amended (the “Amended Debentures”), between the Company and each holder named therein (together with any assignees of such holders, the “Holders”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Amended Debentures.

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THIRD AMENDMENT TO 8.5% CONVERTIBLE DEBENTURES DUE JUNE 29, 2004
8.5% Convertible Debentures • December 10th, 2002 • Cygnus Inc /De/ • Measuring & controlling devices, nec • New York

This Third Amendment to 8.5% Convertible Debentures Due June 29, 2004 (this "Amendment") is dated December 7, 2002, by and among Cygnus, Inc., a Delaware corporation (the "Company"), and each Holder, as defined below, and is made with reference to those certain 8.5% Convertible Debentures Due June 29, 2004, as amended (the "Amended Debentures"), issued by the Company to each holder named in the Convertible Debenture and Warrant Purchase Agreement (together with any assignees of such holders, the "Holders"). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Amended Debentures.

FIRST AMENDMENT TO
8.5% Convertible Debentures • August 23rd, 2002 • Cygnus Inc /De/ • Pharmaceutical preparations • New York

This First Amendment to 8.5% Convertible Debentures Due June 29, 2004 (this “Amendment”) is dated August 21, 2002, by and among Cygnus Inc., a Delaware corporation (the “Company”), and each Holder, as defined below, and is made with reference to that certain series of Debentures, as defined in the First Amendment to Convertible Debentures and Warrant Purchase Agreement dated concurrently herewith, between the Company and each holder named therein (together with any assignees of such holders, the “Holders”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Debentures.

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