EXHIBIT 10.2
AMENDMENT TO STOCK PURCHASE AGREEMENT
This amendment ("Amendment") to the Stock Purchase Agreement dated as of 01
October, 1998 by and between Palisades Capital, Inc. and Xxxxxxx Xxxxxxx (the
"Agreement") is dated as of __ December, 1998. Each and all of the defined
terms in the Agreement are adopted and incorporated into the Amendment.
The Agreement is hereby amended as follows:
1) Section 1.02(a) of the Agreement as presently existing is hereby
deleted and the following substituted therefor:
"Buyer shall pay to Seller the sum of two million dollars ($2,000,000) as
follows: (i) two hundred twenty five thousand dollars ($225,000) receipt of
which is hereby acknowledged by Seller; (ii) thirty thousand dollars
($30,000) on or before January 16, 1998; and (iii) the balance of one
million seven hundred forty five thousand dollars ($1,745,000) on February
26, 1998."
2) Section 1.02(e)(i) of the Agreement as presently existing is hereby
deleted and the following is substituted therefor:
"As additional consideration hereunder, Seller shall have a seat on the
Board of Directors of CD after this transaction is completed and shall be
Chief Operating Officer of CD. Seller shall also have a seat on the Board
of Directors of any public company into which CD may be merged. Seller
shall enter into an employment agreement as set forth in Exhibit A. Seller
shall serve as the Chief Operating Officer and the Chief Technical Officer
of CD or any company into which it shall be merged."
3) The following Section 1.02(h) is hereby added to the Agreement:
"(i) Buyer contemplates the acquisition of control of a public company
("Public Company") whose shares are trading on the Electronic Bulletin
Board operated by the National Association of Securities Dealers, Inc.
Seller has agreed to reduce the balance of the cash purchase price of CD
Universe as previously set forth in Section 1.02(a) from $3,745,000 to
$1,745,000. In consideration therefor, Seller shall be issued, in addition
to shares of common stock to which he would be entitled upon exchange of
his shares in CD Universe, shares of common stock of the Public Company
having a
value of $3,000,000. The number of shares to be issued shall be valued
based upon the average of the closing bid prices of the shares of Public
Company, as reported on the Electronic Bulletin Board for the first twenty
trading days after CD Universe has been merged with or acquired by the
Shell."
"(ii) As "downside protection" Seller will receive no less than 1,000,000
shares of common stock of the Public Company pursuant to Paragraph (i) of
this Section 1.02(h). Such shares will be issued as soon as possible
following the acquisition of control of the Public Company."
4) In all other respects the Agreement remains unchanged and in full force
and effect as of the date hereof.
IN WITNESS WHEREOF this Amendment has been duly executed by the parties hereto
on the date first above written.
PALISADES CAPITAL, INC. CD UNIVERSE, INC.
By:__________________________ By:___________________________
Xxxx Xxxxxxxxx, President Xxxxxxx Xxxxxxx, President
_________________________________
Xxxxxxx Xxxxxxx, an individual
