EXHIBIT 10.2
AMENDMENT AND SUPPLEMENT
This letter, dated August 31, 2001, shall serve as an amendment and
supplement to the agreement, dated as of August 1, 2001 by and among BlueStone
Capital Corp. ("BlueStone") and HealthStar Corp., on the one hand, and Shochet
Securities, Inc. ("Shochet") and Shochet Holding Corp. ("Shochet Holding"), on
the other hand ("Agreement"). Capitalized terms used herein have the meanings
ascribed to them in the Agreement.
By their execution of this letter, the undersigned parties agree as
follows:
1. At Closing, BlueStone shall not be obligated to accept any
Account listed on Schedule A hereto unless all amounts debited against or owed
on such Account have been eliminated prior to Closing through payment by the
account holder or write off by Shochet (i.e., an assumption of liability by
Shochet to BNY Clearing Services LLC ("BNY")). With respect to any amounts
written down by Shochet, Shochet shall retain the right to seek payment of such
amounts from the applicable account holder. Shochet shall indemnify and hold
harmless BlueStone for any such debit balance in the event BNY seeks to recover
same from BlueStone.
2. In addition to any other persons hired by BlueStone under
Section 3.1 of the Agreement, at Closing, BlueStone shall offer employment to
the persons set forth on Schedule B hereto ("Scheduled Persons"). Each such
Scheduled Person shall be employed at will by BlueStone. In the event that any
such Scheduled Person is terminated on or prior to October 15, 2001, Shochet
shall make severance payments to such Scheduled Person in accordance with its
currently existing severance policies.
3. Immediately following the Closing, Shochet Holding and Shochet
shall have the right ("Occupation Right") to occupy the 395 square feet of space
currently occupied by the current accounting operations of Shochet at 000 Xxxxx
Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx ("Space"). The Occupation Right shall be
for a term of three months and then on a month-to-month basis thereafter
terminable upon 30 days prior written notice. Shochet Holding shall pay
BlueStone a monthly occupation fee of $825 for each month the Space is occupied
by Shochet Holding and/or Shochet, payable in advance on the first day of each
month. Shochet Holding and Shochet acknowledge that they shall have only those
rights to the Space that are held by BlueStone and which may be legally afforded
by BlueStone to Shochet Holding and Shochet Securities. BlueStone makes no
representations to its rights to permit Shochet Holding or Shochet to occupy the
Space.
4. Shochet Holding shall be entitled to retain all ownership rights
with respect to the equipment listed on Schedule C hereto ("Shochet Holding
Equipment"), which equipment is currently located in the Space. At such time as
Shochet Holding and Shochet vacate the Space, such parties shall be entitled to
retain physical possession of the Shochet Holding Equipment and shall promptly
remove the Shochet Holding Equipment from the Space.
5. Section 2.1 of the Agreement is hereby amended in its entirety
to provide as follows:
"2.1. At the Closing, Shochet will transfer all of its right,
title and interest in the Accounts. All customer and
operational files, including customer account agreements,
including, without limitation, arbitration agreements, option
agreements and margin agreements, relating to the accounts,
shall be retained by Shochet; provided, however, that
BlueStone shall be entitled to access to any and all such
files for inspection and/or copying (including bulk copying)
during regular business hours upon reasonable notice to
Shochet. Shochet shall not destroy or dispose of any such
files without the prior written consent of BlueStone. In the
event that BlueStone requires access to or copies of any such
files in connection with an audit by any regulatory authority,
Shochet shall accommodate BlueStone in order to enable it to
comply with such audit, without material interference with
Shochet's operations. Shochet will cause BNY Clearing Services
LLC to effect an electronic, negative transfer of the Accounts
to BlueStone on a tape-to-tape basis."
6. The parties shall cooperate following Closing to calculate
accurate and equitable allocations of all amounts payable with respect to the
transferred assets, such as rents and utilities, and shall promptly remit to the
others the monies reflected in such allocations.
7. Shochet has not obtained any of the Landlord Documents defined
in Section 5 and required under Section 25 of the Agreement, except for the Loan
Documents relating to the office space set forth on Schedule D hereto.
Therefore, notwithstanding Section 5.1 of the Agreement, with respect to the
Shochet Leases for the properties where Shochet Persons operate or conduct
retail or institutional brokerage business for which Landlord Documents have not
yet been obtained, as of the Closing, Shochet shall not assign to BlueStone, and
BlueStone shall not assume the obligations of Shochet under, the Shochet Leases;
provided, however, that Shochet agrees to permit BlueStone to use the properties
under such Shochet Leases and BlueStone agrees to pay the monthly rental
payments provided for under the Shochet Leases directly to the lessor for as
long as BlueStone occupies such property in accordance with Section 5.1 of the
Agreement. BlueStone will send confirmation to Shochet of each payment sent by
BlueStone to the lessor within five (5) business days of each such payment. If
and when Shochet obtains the Landlord Documents for the remaining Shochet
Leases, then such Shochet Lease or Shochet Leases shall, if requested by
BlueStone, be assigned and assumed by BlueStone.
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8. Section 5.4 of the Agreement is hereby deleted. Notwithstanding
the foregoing, at the Closing, BlueStone shall pay to Shochet an amount equal to
the security deposits held by the landlords of the properties set forth on
Schedule D in the amount set forth on Schedule D. In addition, in the event
Shochet obtains all of the Landlord Documents relating to any of the other
Shochet Leases after the Closing and BlueStone elects to occupy such property,
BlueStone shall remit to Shochet an amount equal to the security deposit for
such property.
9. Notwithstanding Section 5.2 of the Agreement, with respect to
the Shochet Equipment Leases for the equipment located at Shochet's offices,
Shochet shall not assign to BlueStone, and BlueStone shall not assume the
obligations of Shochet under, the Shochet Equipment Leases; provided, however,
that Shochet agrees to permit BlueStone to use the equipment under the Shochet
Equipment Leases and BlueStone agrees to pay the monthly rental payments
provided for under the Shochet Equipment Leases directly to the lessor of the
equipment for the duration of the present terms of each of the Shochet Equipment
Leases. BlueStone will send confirmation to Shochet of each payment sent by
BlueStone to the equipment lessor within five (5) business days of each such
payment.
10. Shochet and Shochet Holding, as applicable, shall deliver to
BlueStone, within 10 days of the Closing, all forms to be submitted to Network
Solutions, completed in all respects with respect to information to be provided
by Shochet and/or Shochet Holding, as necessary to cause the transfer of the
domain name "Xxxxxxx.xxx." Shochet shall also cooperate and assist BlueStone in
obtaining on a timely basis copies of all of Shochet's intellectual property
files relating to the intellectual property being transferred under the terms of
the Agreement from Xxxxx & Xxxxxxxx LLP, Xxxxxxx'x intellectual property counsel
of record.
11. Except as amended or supplement hereby, the provisions of the
Agreement shall remain in full force and effect.
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BLUESTONE CAPITAL CORP.
/s/ Xxxxxxx X. Xxxxxxx
By:______________________________
HEALTHSTAR CORP.
/s/ Zirk Xxxxxxxxxxx
By:_____________________________
SHOCHET SECURITIES, INC.
/s/ Xxxxx Xxxxxxxxx
By:____________________________
SHOCHET HOLDING CORP.
/s/ Xxxxx Xxxxxxxxx
By:___________________________
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