Amendment No. 5 to
Stock Purchase Agreement
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THIS AMENDMENT NO. 5 is entered into as of December 23, 1998, between
Riverside Group, Inc., a Florida corporation (the "Seller"), and Imagine
Investments, Inc., a Delaware corporation ("Purchaser").
Preamble
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The Seller and the Purchaser are parties to that certain Stock Purchase
Agreement dated as of October 5, 1998 (the "Agreement") and Amendment No. 1 to
the Agreement dated November 4, 1998, and Amendment No. 2 dated November 18,
1998, Amendment No. 3 dated November 30, 1998 and Amendment No. 4 dated December
9, 1998 and desire to modify certain of the provisions thereof as set forth
herein.
NOW THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration hereinafter set forth, the parties
hereto agree as follows:
1. Definitions. Capitalized terms used herein without definition that are
defined in the Agreement shall have the same meanings herein as therein.
2. Amendment of Section 1.02 of the Agreement. Section 1.02(b) of the
Agreement is hereby amended as follows:
(a) The reference to "November 4" contained in the first sentence of
the Agreement (but not anywhere else) and as amended to November 19 in Amendment
No. 1, and as amended to November 30 in Amendment No. 2, and as amended to
December 9 in Amendment No. 3, and as amended to December 23 in Amendment No. 4
is hereby changed to "January 23."
3. Miscellaneous. This Amendment No. 5 may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. To the extent not
inconsistent with this Amendment No. 5 and Amendment No. 1 and 2 and 3 and 4,
the Agreement remains in full force and effect. The Agreement, as amended by
Amendment Xx. 0, Xx. 0, Xx. 0, Xx. 0, and this Amendment No. 5, supersedes all
prior negotiations and agreements (written or oral) among the parties with
respect to the subject matter covered thereby and constitutes the entire
understanding among the parties thereto.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed on its behalf, by an officer thereunto duly authorized, all as of
the date first above written.
IMAGINE INVESTMENTS, INC.
By /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Director
"Purchaser"
RIVERSIDE GROUP, INC.
By /s/ J. Xxxxxx Xxxxxx
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Name: J. Xxxxxx Xxxxxx
Title: President
"Seller"
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