Exhibit 10.34
AMENDMENT NO. 1
TO
ACQUISITION AGREEMENT AND PLAN OF SHARE EXCHANGE
This is Amendment No. 1 to that certain Acquisition Agreement and Plan of
Share Exchange by and among GRAPHIC ARTS CENTER, INC. ("Purchaser"), XXXXXXX
XXXXXXX COMMUNICATIONS CORPORATION ("Xxxxxxx Xxxxxxx"), XXXXXX X. XXXXXXX,
XXXXXX X. XXXXXXX, XX. and XXXXX X. XXXXXX, XX. dated November 6, 1996 (the
"Agreement").
WHEREAS, the parties to the Agreement wish to amend certain provisions of
the Agreement.
NOW, THEREFORE, in consideration of the mutual benefits to be derived
herefrom, the parties agree as follows:
1. Section 1.1(b) of the Agreement is amended to change the Effective Time
to December 1, 1996.
2. Section 11.2(a)(vii) is hereby amended to increase the amount provided
for therein from $1,069,000.00 to $1,169,000.00.
3. Xxxxxxx Xxxxxxx agrees that $50,000 shall be accrued on its books as a
Shareholder's Expense pursuant to Section 12.2 relating to the prepayment of
Debt owed to CIT Group.
4. All other terms and provisions of the Agreement shall remain unchanged
and in full force and effect.
DATED this 2nd day of December, 1996.
PURCHASER
GRAPHIC ARTS CENTER, INC.,
a Delaware corporation
By: ____________________________
Name: __________________________
Title: _________________________
PRIMARY SHAREHOLDERS
----------------------------------------
Xxxxxx X. Xxxxxxx, Xx.
----------------------------------------
Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxx, Xx.
XXXXXXX XXXXXXX COMMUNICATIONS
CORPORATION
By: ____________________________________
Name: __________________________________
Title: _________________________________
