EXHIBIT 10.28
AMENDMENT TO
STOCK PURCHASE AGREEMENT
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This Amendment to Stock Purchase Agreement (the "Amendment") dated as of
June 26, 2003 by and among Xxxxxx, Inc., a New Jersey corporation (the
"Company"), and each of Xxxxxxx X. Xxxxxxxxx, Xxxx X. Xxxxx, Xxxxx X. Xxxxxxxxx
and Xxxxx X. Xxxxxx (each a "Buyer" and collectively the "Buyers").
WHEREAS, the Company and the Buyers have entered into that certain Stock
Purchase Agreement dated as of June 26, 2003 (the "Stock Purchase Agreement");
WHEREAS, it was the intention of the Company and the Buyers that the
purchase price of the Common Stock set forth in the Stock Purchase Agreement be
not less than the greater of the book value and the market price of the Common
Stock as of the date of the Stock Purchase Agreement, as each of such prices is
determined pursuant to the policies and procedures of the American Stock
Exchange;
WHEREAS, in order to adhere to the Listing Standards, Policies and
Requirements of the American Stock Exchange, the parties hereto wish to amend
the purchase price of the Common stock set forth in the Common Stock,
retroactive to the date of the Stock Purchase Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, and of other valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
1. AMENDMENT OF SECTION 1. Section 1 of the Stock Purchase Agreement is hereby
amended to change the reference to $.22 per share to $.24 per share.
2. COUNTERPARTS. This Amendment may be executed in one or more counterparts,
each of which shall be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused this Amendment to be executed by their duly authorized corporate officers
as of this 14th day of August, 2003 to be effective retroactive to June 26,
2003.
XXXXXX, INC.
By:
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Name: Xxxxxx X. Xxxxxx
itle: Treasurer and Chief Financial Officer
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Xxxxxxx X. Xxxxxxxxx
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Xxxx X. Xxxxx
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Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxx
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