Exhibit 3
AMENDMENT NO. 1 (this "Amendment"), dated September 9,
1997, to the Stock Purchase Agreement (the "Agreement") dated as
of August 12, 1997 by and between NutraMax Products, Inc., a
Delaware corporation (the "Company"), and Cape Xxx Investors,
L.L.C., a Delaware limited liability company (the "Purchaser").
All capitalized terms used in this Amendment and not otherwise
defined herein shall have the meanings set forth in the
Agreement.
1. The first sentence of Section 1.1 of the Agreement
is hereby deleted in its entirety and replaced with the following
sentence: "Upon the terms and subject to the conditions set forth
in this Agreement, the Company agrees to issue, sell and deliver
to the Purchaser, and the Purchaser agrees to purchase from the
Company, 846,154 Shares."
2. Section 5.6(b) of the Agreement is hereby amended by
(a) inserting a comma after the word "thereof" at the end of clause
(iv), (b) deleting the word "or" immediately preceding clause
(v), (c) inserting after the word "otherwise" at the end of
clause (v) the following: "or (vi) to one or more members of the
Advisory Board of Chilmark in an aggregate amount of up to 40,000
Shares and subject to Section 9.3(d) hereof" and (d) inserting
after the word "investor" in the proviso the following: "referred
to in clause (v) or (vi) hereof."
3. Section 9.3(d) of the Agreement is hereby amended
by inserting after the word "Shares" at the end of the second
sentence thereof the following: "; and provided further that in
the event the Purchaser shall transfer Shares to one or more
members of the Advisory Board of Chilmark in accordance with
Section 5.6(b)(vi), such member or members shall succeed to the
rights and obligations of the Purchaser with respect to such
Shares contained in Section 5.6 and Article VI hereof, other than
Section 6.2 hereof. No transfer of Shares to any member of the
Advisory Board of Chilmark pursuant to the second proviso of the
preceding sentence shall be effective unless and until such
member (i) agrees in writing to be bound by all of the terms of
and to perform all of the obligations of the Purchaser with
respect to such Shares contained in Section 5.6 and Article VI
hereof, other than Section 6.2 hereof, and (ii) makes a
representation as to such member to the same effects set forth
for the Purchaser in Section 3.6 hereof or otherwise provides
written evidence, reasonably satisfactory to the Company, that
such transfer may be effected in compliance with the federal
securities laws and applicable state securities laws."
4. Except as expressly provided herein, the Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has duly
executed and delivered this Amendment as of the date first above
written.
NUTRAMAX PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: President/CEO
CAPE XXX INVESTORS, L.L.C.
By: Chilmark Fund II, L.P.,
its Managing Member
By: Chilmark II, L.L.C.,
its General Partner
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
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