Amendment No. 1 to
Stock Purchase Agreement
------------------------
THIS AMENDMENT NO. 1 is entered into as of November 4, 1998, between
Riverside Group, Inc., a Florida corporation (the "Seller"), and Imagine
Investments, Inc., a Delaware corporation ("Purchaser").
Preamble
--------
The Seller and the Purchaser are parties to that certain Stock Purchase
Agreement dated as of October 5, 1998 (the "Agreement") 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 (but not
anywhere else) is hereby changed to "November 19."
(b) The reference to "November 14" is hereby changed to "November 30."
3. Miscellaneous. This Amendment No. 1 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. 1, the Agreement remains in full force and
effect. The Agreement, as amended by this Amendment No. 1, 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
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
"Purchaser"
RIVERSIDE GROUP, INC.
By /s/ J. Xxxxxx Xxxxxx
------------------------------------
Name: J. Xxxxxx Xxxxxx
Title: President
"Seller"
2
