EXHIBIT 10.29
AMENDMENT AND WAIVER AGREEMENT
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THIS AMENDMENT AND WAIVER AGREEMENT (this "Agreement") is made as of
the 13th day of February, 1997, by and between Styles On Video, Inc., a
Delaware corporation ("SOV"), Xxxxxxx Xxxxx Inc., a California Corporation
("FYI"), and K. Xxxxxx Xxxxxxx, an individual ("Xxxxxxx").
R E C I T A L S
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WHEREAS, in connection with a Consulting Agreement, dated as of April
19, 1996, and an Employment Agreement, dated as of August 1, 1996, between SOV
and Xxxxxxx, Xxxxxxx received from SOV Warrants to purchase shares of common
stock of SOV collectively, (the "Xxxxxxx Warrants");
WHEREAS, it would be a violation of the terms of the Xxxxxxx Warrants
were SOV to fail to take all corporate action and shareholder action necessary
on or prior to October 31, 1996 to authorize and reserve for issuance a number
of shares of common stock at least equal to the number of shares of common stock
into which the Xxxxxxx Warrants may be exercised;
WHEREAS, the parties wish to avoid a violation of the Xxxxxxx Warrants
by virtue of such failure and the disruption of the business of SOV and FYI
thereby;
WHEREAS, the parties wish to amend all of the relevant documentation
to avoid violations or default of such agreements by virtue of such failure;
NOW, THEREFORE, IN CONSIDERATION of the premises and for good and
valuable consideration, the parties hereby agree as follows:
1. Waiver and Amendment Regarding Authorization of Shares. It shall
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not be a violation of the terms and conditions, nor shall it be a default, under
the Xxxxxxx Warrants if SOV fails to take all corporate action and shareholder
action necessary to authorize and reserve for issuance sufficient shares for the
exercise of the Xxxxxxx Warrants on or prior to October 31, 1996, and that the
Xxxxxxx Warrant, hereby are amended to delete references to October 31, 1996 and
replace them with such date ("the Critical Date") that is the later of (i)April
15, 1997 or (ii) such date that the Management Agreement between Hasco
International, Inc. and FYI is terminated or expires, but in no event shall the
Critical Date be later than May 1, 1997. Any breach or default triggered by the
measurement date of October 31, 1996 is hereby waived. The parties agree that
SOV shall be required to take all such corporate and stockholder action on or
before the Critical Date. Each and every agreement or certificate requiring SOV
to take such actions is hereby amended to effectuate the intent of the parties.
2. Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one in the same instrument.
3. Applicable Law. This Agreement shall be governed by and construed
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in accordance with the internal laws of the State of California without regard
to conflicts of laws principles.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
STYLES ON VIDEO, INC.
a Delaware corporation
By:
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Name:
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Title:
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XXXXXXX XXXXX, INC.
a California corporation
By:
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Name:
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Title:
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K. XXXXXX XXXXXXX, an individual
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