EXHIBIT 10.19
FIRST ADDENDUM TO ESCROW AGREEMENT
THIS FIRST ADDENDUM TO ESCROW AGREEMENT is made and entered into this
21st day of June, 1997, by and between NATURAL BABY COMPANY, a New Jersey
Corporation ("Seller") and KIDS STUFF, INC., a Delaware corporation ("Buyer").
R E C I T A L S:
WHEREAS, Seller has agreed to sell to Buyer, and buyer has agreed to
purchase from Seller certain business assets of Seller (the "Assets")
pursuant to the terms and conditions of a certain Asset Purcase
Agreement, dated May 10, 1996, as amended by a certain Addendum
effective as of November 10, 1996 and by a certain Second Addendum
dated April 27, 1997; (collectively the "Asset Purchase Agreement") and
WHEREAS, the Asset Purchase Agreement contemplates that the closing of
the purchase and sale of the Assets shall be consummated prior to the
date that the purchase price is paid by Buyer to Seller; and
WHEREAS, the Buyer and Seller have agreed that the closing be subject
to the terms of that certain Escrow Agreement dated December 31, 1996
("Escrow Agreement") pending the payment of the final purchase price by
Buyer to Seller; and
WHEREAS, the Asset Purchase Agreement has extended the final closing
date beyond the date contemplated in the Escrow Agreement and the
parties hereto desire to extend the term of the Escrow Agreement as
provided for herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises
set forth herein, and for other good and valuable considerations, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:
T E R M S:
1. TERM. The term of the Escrow Agreement shall be extended and the
Escrow Agent's obligations hereunder shall terminate upon the
earlier of the Final Closing Date (as defined in the Asset Purchase
Agreement) or receipt of notice of Seller's termination of the
transaction in accordance with Paragraph 4 after the Effective Date
of the Kids Stuff, Inc. public offering of common shares.
2. DISPOSITION OF DOCUMENTS. Upon delivery to Seller of the sum of
$1,225,000 by company check or wire transfer, and a company check in
the amount of $212,451.00 plus interest thereon payable to Seller
and the creditors listed on Schedule 1.2 of the Asset Purchase
Agreement, and the delivery of two (2) promissory notes made payable
to Seller in the amounts of $250,000 and $1.00 respectively
(collectively the "Purchase Payment") Escrow Agent shall deliver the
Purchase Payment to Seller and the Closing Documents to the
respective parties. Thereupon, the closing of the Purchase and sale
of the Assets shall become final. In the event of the termination of
the Escrow Agent's
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obligations under this Agreement prior to the payment in full of the
Purcase Price by Buyer to Seller, the Escrow Agent shall distribute
the Closing Documents to the respective parties and thereafter shall
have no further obligation or liability with respect thereto.
3. INTEGRATED AGREEMENT MODIFICATION; WAIVER. This First Addendum,
along with the Escrow Agreement, constitutes the entire
understanding and agreement between the parties pertaining to the
subject matter contained herein and supersedes all prior and
contemporaneous agreements, representations and understandings of
the parties not otherwise contained in this document. No alteration,
modification, amendment or change of this Agreement shall be binding
unless executed in writing by parties. No waiver of any of the
provisions of this Agreement shall be deemed a waiver of any other
provision, whether or not similar, nor shall any waiver constitute a
continuing waiver.
4. EFFECT OF ADDENDUM. Unless specifically amended herein, the terms of
the Escrow Agreement shall remain in full force and effect and shall
be binding upon the parties as if fully re-written and incorporated
herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
all as of the day and year first above written.
NATURAL BABY COMPANY
By: /s/ XXXX XXXXXX
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Xxxx Xxxxxx, President
KIDS STUFF, INC.
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx, Chief Executive Officer
XXXXXXXX & SHOHL, L.L.P.
By: /s/ XXXXX X. XXXXXXX
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Xxxxx X. XxXxxxx, Partner
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