AMENDMENT TO AGREEMENT
This Amendment to the Agreement, effective the last date executed
below, between Xxxxxxx & Company ("Xxxxxxx & Co."); Xxxxxxx X. Xxxxxxx
("Xxxxxxx"); and EuroSoft Corporation ("EuroSoft).
BACKGROUND
WHEREAS, Xxxxxxx & Co; Xxxxxxx and Eurosoft entered into an agreement
dated June 12, 2001 whereby the parties resolved and settled all issues
regarding the outstanding xxxx between Eurosoft Corporation and Xxxxxxx & Co.
(hereinafter referred to as the "Agreement").
WHEREAS, Xxxxxxx & Co, Xxxxxxx and Eurosoft desire to amend the terms
of the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained in
this Amendment and other valuable consideration, the receipt of which is
acknowledged, the parties to this Agreement agree as follows:
1. Xxxxxxx & Co. will provide Xxxxxxx Xxxxxxx with copies of all
correspondence with the SEC regarding Eurosoft Corp.'s 8K12G3.
2. Eurosoft and Xxxxxxx Xxxxxxx take no position with regard to the
effectiveness of the S-8 registration statement filed by Eurosoft
Corp. with the SEC.
3. Both parties agree to cooperate in filing any documents necessary with
the SEC with regard to any of the terms of this Agreement.
4. Paragraph 2 of the Agreement shall be modified to indicate that the
SEC will be notified of the change in address and officers of Eurosoft
Corp.
5. The following words are deleted from the last sentence of Paragraph 3
of the Agreement: "have not taken any action to".
6. Paragraph 5 shall be amended to read as follows: All of the
representations, warranties and covenants of the parties contained in
this Agreement regarding indemnification shall survive the
consummation of the transactions contemplated hereby.
7. The parties hereto acknowledge and agree that they have read this
Amendment in its entirety and that the terms hereof are fair, adequate
and just. The parties hereto acknowledge that they have had the right
and opportunity to review this Amendment and to have this Agreement
reviewed by independent legal counsel of their choice and their
signatures, affixed hereto, indicate their acceptance of the terms and
conditions hereof as their voluntary acts and deeds.
8. If there shall be a conflict of terms between the Agreement and the
terms of this Amendment, the terms of this Amendment shall govern. All
other terms and conditions of the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to
be executed individually, or by their respective officers, as the case may be,
hereunto duly authorized, and entered into as of the date first above written.
EUROSOFT CORP.
BY: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Senior Vice President
/s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
XXXXXXX & COMPANY
BY: /s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
