Sample Business Contracts

Promissory Note [Amendment No. 2] - Aastrom Biosciences Inc. and Stephen G. Emerson

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        This Amendment (the "Amendment") to the Promissory Note (the "Note")
dated October 20, 1993, payable to Aastrom Biosciences, Inc., a Michigan
corporation (the "Company"), executed by Stephen G. Emerson ("Maker"), is dated
as of June 30, 1997.

        WHEREAS, Section 3 of the Note provides that all principal but unpaid 
interest is due and payable on the third anniversary of the date of the note 
(i.e. October 20, 1996).

        WHEREAS, the Company previously extended the due date of the Note 
until June 30, 1997.

        NOW, THEREFORE, the Company hereby amends the Note as follows:

        1.      Section 3 of the Note is hereby amended to read in its entirety 
                as follows:

        "The principal and all unpaid accrued interest owing on this Note shall
        mature and be fully due and payable on June 30, 1998. Maker may prepay
        any or all of the principal and interest owing on this Note at any time
        without penalty or premium."

        2.      Section 6 of the Note is hereby amended to read in its entirety 
                as follows:

        "Payments owing on this note shall be payable (i) in lawful money of the
        United States of America or, (ii) at the option of the Maker, by Maker's
        surrender of common stock of the Company owned by Maker, with said
        common stock being valued at the public trading price for the Company's
        common stock on the date the stock is surrendered as represented by the
        closing market price of the Company common stock on the day preceding
        the election of such option."

        3.      All other provisions of the Note shall remain in full force and 

        IN WITNESS WHEREOF, the undersigned has caused this Amendment to be 
        executed by its duly authorized officer as of the date set forth above.

                                            AASTROM BIOSCIENCES, INC.

                                            By: /s/ R. Douglas Armstrong, Ph D.
                                                R. Douglas Armstrong, Ph D.
                                                President and CEO