COMPSCRIPT, INC.
0000 XXXXXX XXXXX XXXXXXX, X.X.
XXXX XXXXX, XXXXXXX 00000
May 5, 1997
X.X. Xxxxxxxx & Company
0 Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
CompScript, Inc., ("CompScript") and X.X. Xxxxxxxx & Company, Inc.,
have entered into an Amended and Restated Option and Consulting Agreement (the
"Agreement") dated as of December 31, 1996. Pursuant to the terms of the
Agreement, X.X. Xxxxxxxx & Company, Inc. has provided consulting services to the
Company. Since December 31, the Company has made three significant acquisitions
and continues to actively seek additional candidates as part of its ongoing
business plan. Accordingly, as a result of the additional services performed by
X.X. Xxxxxxxx & Company, Inc. and Xxxx Xxxxxxx in connection with such
acquisitions and to be performed on a continuing basis in connection with such
acquisitions and advising management of CompScript, including corporate
organizational and strategic planning matters in connection with CompScript's
operations as it continues to expand in size and scope, the terms of the option
agreement have been further amended to provide that the options to be exercised
at $8.00 per share under the Agreement shall be exercised at $4.00 per share.
All the remaining terms and conditions of the option agreement shall
remain in full force and effect. If this correctly sets forth our understanding,
please sign in the space indicated below and return a copy to us.
Very truly yours,
COMPSCRIPT, INC.
By: /S/ XXXXX X. XXXXX
Name: XXXXX X. XXXXX
Title: PRESIDENT AND CEO
Accepted and agreed to this 5TH day of May, 1997.
X.X. XXXXXXXX & COMPANY, INC.
By: /S/ XXXX XXXXXXX
Name: XXXX XXXXXXX
Title: PRESIDENT
