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AMENDMENT TO ACQUISITION AGREEMENT
The parties hereby amend that certain Acquisition Agreement by and
between Bioshield Technologies, Inc., a Georgia corporation ("BioShield") and
Arrow Magnolia International, Inc., a Texas corporation (the "Company") dated
July 7, 2000 (the "Agreement"), as follows:
1. Notwithstanding anything contained in the Agreement to the
contrary, the parties hereby agree that BioShield shall pay,
in lieu of $4.41 in cash and $0.59 in the common stock of
BioShield, $5.00 in cash for up to a maximum of 2,761,281 of
the 3,248,566 shares of the common stock of the Company
issued and outstanding.
2. All references in the Agreement reciting BioShield's offer as
described in the Agreement shall hereby be amended to recite
only a $5.00 cash offer and any and all references to the
tender of shares common stock of BioShield as consideration
for the Agreement, including but not limited to methods for
the calculation of the number of said shares to be delivered,
are hereby deleted, such that the shareholders of the Company
shall be entitled to receive $5.00 in cash for each share of
the Company's common stock properly tendered and accepted or
payment.
3. Bioshield shall be under no obligation to prepare a Form S-4
to be filed with the Securities and Exchange Commission as
contemplated by Section 1.1(c) of the Agreement, but instead
shall file only a Tender Offer Statement under Section 14(d)
of the Securities Act of 1934. The registration effective
condition in the Agreement is also deleted.
4. All other provisions of the Agreement, to the extent not
expressly affected by the modification to the form of
consideration paid to the shareholders of the Company, shall
remain in full force and effect.
This ___ day of September, 2000.
THE COMPANY BIOSHIELD
TECHNOLOGIES, INC.
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By: By:
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Its: Its:
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