DCA
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DIALYSIS CORPORATION OF AMERICA
March 9, 1999
Joseph Dillon & Company, Inc. Continental Stock Transfer & Trust
107 Northern Boulevard Company
Great Neck, New York 11021 2 Broadway
New York, New York 10004
RE: Amendment No. 1 to Warrant Agreement
Gentlemen:
This letter agreement represents Amendment No. 1 to the Warrant
Agreement between Joseph Dillon & Company, Inc. ("Dillon"), Conti-
nental Stock Transfer & Trust Company (the "Warrant Agent"), and
Dialysis Corporation of America (the "Company"), dated April 16,
1996, between and among the parties to extend the exercise period
of the Warrants to October 16, 1999. This Amendment No. 1 amends
Section 2 of the Warrant Agreement by extending the exercise period
of the Warrant to October 16, 1999. Any and all other provisions of
the Warrant Agreement indicating the expiration of the term being
April 16, 1999 are hereby amended to read October 16, 1999.
The Warrants and the Warrant Agreement as previously modified
will otherwise remain the same and in full force and effect in
accordance with their terms.
Very truly yours,
DIALYSIS CORPORATION OF AMERICA
/s/ Thomas K. Langbein
By-----------------------------
Thomas K. Langbein, Chief
Executive Officer
Acknowledged and agreed to
Joseph Dillon & Company, Inc. Continental Stock Transfer & Trust
Company
/s/ Steven Jaloza /s/ William Seegraber
By--------------------------- By:----------------------------
STEVEN JALOZA, President WILLIAM SEEGRABER, Vice President
Dated: March 9, 1999 Dated: March 9, 1999
27 Miller Street, Suites 2 & 3, Lemoyne, PA 17043
717-730-6164 717-730-9133 (Fax)