Amendment No. 2 to
Stock Purchase Agreement
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THIS AMENDMENT NO. 2 is entered into as of November 18, 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 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 is hereby changed to "November 30."
3. Miscellaneous. This Amendment No. 2 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. 2 and Amendment No. 1, the Agreement
remains in full force and effect. The Agreement, as amended by Amendment No. 1
and this Amendment No. 2, 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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