AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------
This Agreement (the "Agreement"), made as of this ___ day of March, 1995,
is entered into by and between MedChem Products, Inc., a Massachusetts
corporation with its principal place of business at 232 West Cummings Park,
Woburn, Massachusetts 01801 (the "Company"), and Timothy Patrick, residing at
3785 Newport Bay Drive, Alpharetta, Georgia 30202 (the "Employee").
The Company and the Employee are parties to an Employment Agreement dated
February 13, 1995 (the "Employment Agreement"). The Company and the Employee
desire to make certain amendments to the Employment Agreement. In consideration
of these premises, the mutual covenants and promises contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties hereto agree as follows:
1. Section 6.3 of the Employment Agreement is hereby amended by replacing
the "." at the very end of such section (after the word "assets") with a semi-
colon, ";", and adding the following after the end of clause (iv) thereof: "(v)
there is a merger or consolidation of the Company's wholly-owned subsidiary,
Gesco International, Inc. ("Gesco") with any other corporation, other than (A) a
merger or consolidation which would result in the voting securities of Gesco
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of Gesco or such surviving entity outstanding immediately after such
merger or consolidation, (B) a merger or consolidation effected to implement a
recapitalization of Gesco (or similar transaction) in which no "person" (as
hereinabove defined) acquires more than 50% of the combined voting power of
Gesco's then outstanding securities or (C) a merger or consolidation with any
corporation that controls, is controlled by or is under common control with the
Company (including a merger or consolidation with the Company); or (vi) there is
a plan of complete liquidation of Gesco or an agreement for the sale or
disposition by Gesco of all or substantially all of Gesco's assets (such events
in the preceding clauses (v) and (vi) being hereinafter referred to as "Gesco
Events").
2. The Employment Agreement is hereby amended by inserting the following
after the end of Section 6.1:
"(vi) in the event such Change in Control of the Company results from
a Gesco Event, each option to purchase shares of capital stock of the
Company previously granted to the Employee pursuant to any stock option
plan or other employee benefit arrangement of the Company shall continue to
vest, and shall continue to be exercisable, all in accordance with its
original terms until its expiration date, notwithstanding any provisions in
such option relating to earlier termination of such option upon termination
of employment."
3. This Agreement shall be construed, interpreted and enforced in
accordance with the laws of the Commonwealth of Massachusetts, without giving
effect to conflict of laws provisions.
4. In all respects other than as specifically provided in this Agreement,
the Employment Agreement is hereby ratified and affirmed.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.
MEDCHEM PRODUCTS, INC.
By: /s/ James Marten
----------------------------
Title: Chairman
---------------------------
/s/ Timothy Patrick
---------------------------------
Timothy Patrick
-2-