AMENDMENT TO OPTION AND STOCK PURCHASE AGREEMENT
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THIS AMENDMENT TO OPTION AND STOCK PURCHASE AGREEMENT ("Amendment") is
made and entered into this 16th day of December, 1997, by and between
WESTMINSTER CAPITAL, INC., a Delaware Corporation ("Westminster") and XXXXXXX
XXXX ("Toro").
RECITALS
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A. On November 10, 1997, Westminster and Toro executed a certain Option
and Stock Purchase Agreement (the "Agreement").
B. The parties desire to amend the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties agree as follows:
1. The Option Period shall end at 5:00 p.m. on March 10, 1998.
2. Escrow Instructions shall be executed by the parties concurrently
herewith. The Toro Shares, the Westminster Shares and the voting proxy
described in Section 2.4 of the Agreement shall be delivered to Escrow Holder
by 1:00 p.m. on December 17, 1997.
3. The Disclosure Schedules shall be delivered by Toro to Westminster by
5:00 p.m. on December 17, 1997.
4. The parties agree that the form of the definitive Non-Competition
Agreement described in Section 11.1.8 of the Agreement is attached hereto as
EXHIBIT "A". At the Closing, the date of Closing shall be inserted in the
introductory paragraph of said agreement, and said agreement shall be
executed by Toro and Westminster.
5. No further copies of notices given by Westminster to Toro must be
sent to Xxxxxxx X. Xxxxxx, who has withdrawn as Toro's counsel in this
transaction.
6. In all other respects the Agreement shall remain in full force and
effect as originally written.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
WESTMINSTER CAPITAL, INC., a
Delaware Corporation
By /s/ Xxxxxxx Xxxxxxxx /s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxxxxxx, President XXXXXXX XXXX
