AMENDMENT TO THE AGREEMENT AND PLAN OF REORGANIZATION
This Amendment, made this 28th day of March, 1996, by and among LMI
ACQUISITION CORP., a Delware corporation (hereinafter, "Acquiror"), GOLD COAST
FINANCE, INC., a Florida corporation (hereinafter, "Acquiree"), and XXXXXXX
XXXXXXXX, XXXXXX XXXXXXXX, AND XXXX XXXXXXXX (hereinafter, individually, each a
"Shareholder" and collectively the "Shareholders").
WHEREAS, Acquiror, Acquiree and Shareholders entered into an Agreement and
Plan of Reorganization dated May 15, 1995, as subsequently amended on July 17,
1995 and January 26, 1996 (the "Agreement"); and
WHEREAS, the parties to the Agreement now desire to further amend the
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Section 2.2 of the Agreement shall be deleted in its entirety and
instead be replaced with the following:
"2.2 Issuance of Additional Shares at the Closing. In addition, at
the Closing, Acquiror shall also issue to the Shareholders 320,000 shares of
restricted Common Stock of Acquiror, 160,000 of which shall be issued to Xxxxxx
Xxxxxxxx and 160,000 issued to Xxxx Xxxxxxxx.
2. The form of employment agreements to be issued to Xxxxxx Xxxxxxxx and
Xxxx Xxxxxxxx at the Closing shall be in the form attached hereto as Exhibits A
and B respectively.
3. Except as amended and modified herein, the Agreement is hereby ratified
and confirmed in all other respects.
IN WITNESS WHEREOF, this Amendment has been executed by the duly
authorized representatives hereto on the day above written.
Attest: LMI ACQUISITION CORP.
/s/ Xxx Xxxxxx By: /s/ Xxxxxx Xxxxx
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GOLD COAST FINANCE, INC.
By: /s/ Xxxx Xxxxxxxx
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WITNESSES: SHAREHOLDERS:
/s/ Xxxxxx Xxxxxxxx
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XXXXXX XXXXXXXX
/s/ Xxxx Xxxxxxxx
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XXXX XXXXXXXX
/s/ Xxxxxxx Xxxxxxxx
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XXXXXXX XXXXXXXX
