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Exhibit 10
AMENDMENT TO REPURCHASE AGREEMENT
This Amendment to Repurchase Agreement is dated as of December 10, 1998
(the "Amendment"), by and among New Directions Manufacturing, Inc., a Nevada
corporation (the "Company") and the individuals listed in Exhibit A hereto
(collectively, the "Shareholders"). All undefined capitalized terms shall have
the meanings set forth for them in the Repurchase Agreement among the Parties
hereto effective as of March 17, 1998 (the "Agreement").
1. Section 3.2, Repurchase Price, is hereby amended to read as
follows:
3.2 Repurchase Price. The repurchase price of the Shares which
the Company must purchase pursuant to the Repurchase Requirement (the
"Repurchase Price") shall be the greater of (i) the average closing bid price
for the Stock over the last sixty (60) trading days; or (ii) one dollar ($1.00)
per Share. However, in any event, the total Repurchase Price cannot exceed the
amount of the proceeds of the life insurance policy as set forth in Exhibit A.
2. This Amendment may be executed in multiple counterparts, each
of which shall be deemed to be an original, but all of which
shall be one and the same document.
3. This Amendment shall be governed and construed in accordance
with the laws of the State of Nevada.
4. Except as otherwise set forth herein, the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have duly executed this
Amendment to Repurchase Agreement as of the date first above written.
THE COMPANY
NEW DIRECTIONS MANUFACTURING, INC.
A Nevada corporation
/s/ Xxxxxx X. Xxxxx
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BY: Xxxxxx X. Xxxxx
ITS: President
THE SHAREHOLDERS
[As set forth in Exhibit A]
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EXHIBIT A
SHAREHOLDERS
AMOUNT OF
SHAREHOLDER NAME SHAREHOLDER SIGNATURE LIFE INSURANCE POLICY
---------------- --------------------- ---------------------
Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxx $510,000
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SPOUSAL CONSENT:
Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxx
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Xxxx Xxxxxx, Xx. /s/ Xxxx Xxxxxx, Xx. $510,000
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SPOUSAL CONSENT:
Xxxxxx Xxxxxx /s/ Xxxxxx Xxxxxx
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Xxxx X. Xxx /s/ Xxxx X. Xxx $1,410,000
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SPOUSAL CONSENT:
Xxx Family Limited Partnership /s/ Xxxxx X. Xxx
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