FIRST AMENDMENT STOCK PURCHASE AGREEMENT REFERENCE IS MADE to that certain Stock Purchase Agreement (the "Stock Purchase Agreement") dated as of March 26, 1996 by and between Marvin M. Speiser and Health-Chem Corporation, a Delaware corporation....

                         FIRST AMENDMENT
                    STOCK PURCHASE AGREEMENT


     REFERENCE IS MADE to that certain Stock Purchase Agreement
(the "Stock Purchase Agreement") dated as of March 26, 1996 by and
between Xxxxxx X. Xxxxxxx and Health-Chem Corporation, a Delaware
corporation.

     WHEREAS, the parties hereto have entered into the Stock
Purchase Agreement; and

     WHEREAS, the parties have agreed to amend the Stock Purchase
Agreement as provided herein.

     NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency which is hereby acknowledged, the parties
hereby agree as follows:

     1.   The Stock Purchase Agreement is hereby amended by
deleting the original Section 6 in its entirety and inserting the
following in place thereof:

     "6.  Execution And Time Of Effectiveness.  This Agreement may
     be executed at any time prior to the filing of the
     Registration Statement but shall be void and of no force and
     effect in the event that the Registration Statement is not
     declared effective by order of the SEC on or before September
     30, 1996."

     2.   All other terms, conditions and provisions of the Stock
Purchase Agreement are hereby ratified and confirmed in their
entirety.

     IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to the Stock Purchase Agreement to be executed as of June
28, 1996.

                                   HEALTH-CHEM CORPORATION

                                   By:/s/ Xxxxx X. Xxxxxxx

                                   Its: Vice President        


                                   /s/ Xxxxxx X. Xxxxxxx
                                                              
                                   Xxxxxx X. Xxxxxxx