1
EXHIBIT 10.11.2
NET2000 GROUP, INC.
AMENDMENT NO. 1 TO
PREFERRED STOCK INCENTIVE STOCK OPTION AGREEMENT
THIS AMENDMENT NO. 1 TO INCENTIVE STOCK OPTION AGREEMENT (the
"Amendment No. 1") is made and effective this 1st day of April, 1998, by and
among Net2000 Group, Inc., a Delaware corporation (the "Company") and Xxxx X.
Xxxxxx.
WHEREAS, the Company and Mendes previously entered into an
Incentive Stock Option Agreement (the "Agreement"), a copy of which is attached
hereto as Exhibit A, granting Mendes an option (the "Option") to purchase 21,898
shares of the Company's Series A Preferred Stock at a price per share of $3.425;
and
WHEREAS, the Company and Mendes desire to amend the Agreement to
provide that the Option shall be exercisable for 21,898 shares of the Common
Stock of the Company at a price per share of $3.425.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Effective the date hereof, the Agreement shall be and hereby
is amended to provide that the Option set forth therein shall be an option to
purchase shares of the Company's Common Stock at a price per share of $3.425.
2. This Amendment No. 1 may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same instrument.
{Signatures on following page}
2
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as of the day and year first above written.
NET2000 GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
-----------------------------------
Xxxxxxx X. Xxxxxx, Xx.
President
XXXX X. XXXXXX
/s/ Xxxx X. Xxxxxx
-----------------------------------
-2-
