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Sales Plan

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Sales Plan


Sales Plan, dated as of the date set forth on the signature page (the "Sales Plan"), between Linda Stern ("Seller") and Goldman, Sachs & Co. ("Broker").


WHEREAS, Seller desires to establish the Sales Plan to sell shares of common stock, par value $0.10 per share (the "Stock"), of E-Z-EM, Inc. (the "Issuer") in accordance with the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as further set forth herein;


NOW, THEREFORE, Seller and Broker hereby agree as follows:


1. Broker shall effect one or more sales (each a "Sale") of shares of Stock (the "Shares") as further set forth in the attached Annex A to this Sales Plan. All orders will be deemed day market orders only and not held unless otherwise specified in Annex A.


2. Seller is subject to certain limitations as set forth in a private letter ruling from the IRS that provides that Sales of the Issuer's Stock should only occur on the same date that Seller sells shares of AngioDynamics, Inc., and in the same proportion to the outstanding shares of each of the Issuer and AngioDynamics, Inc., respectively. It is the understanding of the parties to this Sales Plan that Seller and Broker will also enter into a separate sales plan relating to the sale by Seller of certain of its shares of common stock in AngioDynamics, Inc. (the "ANGO Sales Plan") and that the commencement of Sales under this Sales Plan is conditioned on the effectiveness of the ANGO Sales Plan and the commencement of Sales thereunder. Annex A of this Sales Plan and Annex A of the ANGO Sales Plan contemplate Sales of EZEM and ANGO, respectively, such that Sales under each plan are to be made on the same Trading Day and in the same proportion to the outstanding shares of each of the Issuer and AngioDynamics, Inc., respectively.


3. This Sales Plan shall become effective as of the date hereof (the "Effective Date") and Sales shall commence under Annex A on the date on which Sales commence under the ANGO Sales Plan. This Sales Plan shall terminate on the earliest of (a) December 29, 2006, (b) the date on which Broker has sold all Shares specified in Annex A, (c) the date that this Sales Plan is terminated in accordance with paragraph 12 below, (d) the date Broker receives notice of the death or dissolution of Seller or (e) the date that the ANGO Sales Plan is terminated in accordance with the provisions thereof (the period commencing on the Effective Date and ending on the earliest to occur of (a), (b), (c), (d) or (e) being referred to herein as the "Plan Sales Period").


4. Seller understands that Broker may effect Sales hereunder jointly with orders for other sellers of Stock of the Issuer and that the average price for executions resulting from bunched orders will be assigned to Seller's account.


5. Seller represents and warrants that, as of the date hereof, Seller is not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock) and is entering into this Sales Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1.


6. It is the intent of the parties that this Sales Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Sales Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c). Seller has consulted with Seller's own advisors as to the legal and tax aspects of Seller's adoption and implementation of this Sales Plan.


7. Seller represents that Seller may be deemed an "affiliate" of the Issuer as that term is defined under Rule 144 of the Securities Act of 1933.
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