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EXHIBIT 1.2
FIRST AMENDMENT TO
PLAN AND AGREEMENT TO EXCHANGE STOCK
This First Amendment To Plan And Agreement To Exchange Stock (this
"Amendment") is made and entered into as of the 10th day of January, 2001, by
and among ARMITEC, INC., a Delaware corporation ("Armitec"), JRO GROUP, INC., a
Georgia corporation ("JRO), and XXXXXXX XXXXXXXXX and XXXXX X. XXXXXXXXX
(collectively, the "JRO Shareholders").
WHEREAS, Armitec, JRO and the JRO Shareholders have previously entered
into that certain Plan and Agreement to Exchange Stock dated as of the 12th day
of December, 2000 (the "Agreement"); and
WHEREAS, Armitec, JRO and the JRO Shareholders desire to amend the
Agreement as set forth in this Amendment; and
WHEREAS, capitalized terms used herein and not otherwise defined shall
have the meaning set forth in the Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Section 4.03 of the Agreement is hereby replaced its entirety
with the following:
"SECTION 4.03. REPAYMENT OF LOANS TO JRO. Notwithstanding anything to
the contrary in this Agreement and the Schedules hereto, Armitec hereby
acknowledges that JRO has executed and delivered to Xxxxxxx Xxxxxxxxx a
Promissory Note in the principal amount of Four Hundred Fifty Thousand
Dollars ($450,000.00), payable in twenty-four (24) equal monthly
installments and bearing interest at eight percent (8%) per annum, for
the repayment of loans advanced to JRO by Xxxxxxx Xxxxxxxxx. The
parties hereto further acknowledge and agree that the monthly
installments under such Promissory Note shall commence thirty (30) days
following the Closing Date."
2. Section 5.06 of the Agreement is hereby amended by replacing
the words "eight months ended August 31, 2000" with "ten months ended October
31, 2000".
3. Section 5.11(a) of the Agreement is hereby deleted in its
entirety.
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4. Section 5.12 of the Agreement is hereby deleted in its
entirety.
5. Section 5.16 of the Agreement is hereby amended by replacing
the words "November 27, 2000" with "December 29, 2000."
6. Section 8.06 of the Agreement is hereby deleted in its
entirety.
7. Section 9.06 of the Agreement is hereby deleted in its
entirety.
8. Section 9.10 of the Agreement is hereby amended by replacing
the words "Schedule 9.07" with "Schedule 9.10."
9. Section 9.11 of the Agreement is hereby deleted in its
entirety.
10. Section 9.14 of the Agreement is hereby deleted in its
entirety.
11. Section 12.12 is hereby amended by replacing the words
"December 29, 2000" with "January 10, 2001."
12. Except as set forth in this Amendment, the Agreement shall
remain unmodified and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first written above.
ARMITEC, INC.
BY:
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Xxxxx X. Xxxxx, President
JRO GROUP, INC.
BY:
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Xxxxxxx Xxxxxxxxx, President
JRO GROUP, INC. SHAREHOLDERS
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XXXXXXX XXXXXXXXX
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XXXXX X. XXXXXXXXX