AMENDMENT TO AGREEMENT
AMENDMENT TO AGREEMENT (this "Amendment") is made and entered into
this __ day of April, 1998 by and among UNITED INFORMATION SYSTEMS, INC., a
Delaware corporation, f/k/a Xxxxxx Group, Inc. ("UIS"), HIREL HOLDINGS, INC.,
a Florida corporation ("Hirel"), and HIREL MARKETING, INC., a Florida
corporation ("Marketing").
W I T N E S S E T H:
WHEREAS, UIS, Hirel and Marketing entered into that certain Agreement
dated November 17, 1997 (the "Agreement");
WHEREAS, pursuant to Section 2 of the Agreement, Hirel was issued
200,000 shares of common stock, $.001 par value per share, of UIS (the
"Shares"); and
WHEREAS, the parties desire to amend the terms of the Agreement with
respect to the circumstances under which the Shares may be transferred by
Hirel.
NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, act intending to be legally bound, hereby
agree as follows:
1. Incorporation of Recitals. The foregoing recitals are true and
correct and are hereby incorporated herein by this reference.
2. Amendment. Section 2 of the Agreement is hereby amended and
restated as follows:
Xxxxxx Stock. Simultaneous with the closing by Xxxxxx of its
proposed acquisition of UIS, and in consideration of the receipt of
the general release of Xxxxxx by Hirel and Market as provided
pursuant to Section 3 hereof, Xxxxxx shall pay to Hirel the sum of
$80,000, payable by the issuance to Hirel of 200,000 shares (the
"Xxxxxx Stock") of the common stock, par value $.001 per share, of
Xxxxxx (the "Common Stock"). The Xxxxxx Stock may not be sold,
transferred, assigned, pledged, hypothecated, encumbered or
otherwise, directly or indirectly, disposed of for a period of
twenty-four months following the date hereof without the prior
written consent of a majority of the members of the Oversight
Committee of 2M Capital Corp. (the "Committee"); provided, however,
that 100,000 shares of the Xxxxxx Stock may be transferred without
the prior written consent of the Committee upon the effectiveness of
a registration statement filed by UIS under the Securities Act of
1933, as amended (the "Securities Act"), as hereinafter contemplated
by this Section 2. The Xxxxxx Stock shall not be
registered as of the date of transfer to Hirel, but shall be
registered under the Securities Act as hereinafter provided. Hirel
is entitled to registration rights, including piggyback registration
rights, for the Xxxxxx Stock with respect to any registration
statement filed by Xxxxxx under the Securities Act with respect to
an offering for its own account of any class of security (other than
securities issued in connection with a merger registered on a Form
S-4) or for the account of Xxxxxx'x shareholders. Xxxxxx will bear
all expenses of such registration. Xxxxxx agrees to file a
registration statement registering the Xxxxxx Stock not later than
April 30, 1998. In addition to the foregoing, and in recognition of
the substantial legal fees and costs incurred by Hirel in connection
with its extended negotiations and efforts with UIS, Xxxxxx shall
also issue to Xxxxx, McClosky, Smith, Xxxxxxxx & Xxxxxxx, P.A.,
counsel for Hirel, on behalf of and for the benefit of Hirel, and as
additional consideration for the general release given by Hirel
pursuant to this Agreement, 10,000 shares of the Common Stock, which
is agreed to have a value of $4,000 and which shall also enjoy
registration rights granted with respect to the Xxxxxx Stock
hereunder, including, but not limited to, the right to include its
shares of Common Stock in the registration statement to be filed by
Xxxxxx under the Securities Act not later than April 30, 1998 as
contemplated hereby.
3. Controlling Terms. In the event of any inconsistencies between
the Agreement and this Amendment, the terms of this Amendment shall control.
4. Ratification. As amended hereby, the Agreement is hereby ratified
and confirmed.
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first written above.
UNITED INFORMATION SERVICES, INC.
(f/k/a Xxxxxx Group, Inc.), a Delaware corporation
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------------
Name: Xxxxxxx Xxxxxx
------------------------------------
Title: C.F.O.
------------------------------------
HIREL HOLDINGS, INC.,
a Florida corporation
By: /s/ Xxxxx Xxxxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxxxx
------------------------------------
Title: Chairman
------------------------------------
3
