July 19, 1999
Firstar Bank of Minnesota, N.A.
000 Xxxx 0xx Xxxxxx
Corporate Trust, 00xx Xxxxx
Xx. Xxxx, Xxxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxx-XxXxxxx
Rockcrest Securities L.L.C.
0000 Xxxxxx Xxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xx. Xxxxx X. Xxxxxx
Re: Amendment to Escrow Agreement
Ladies and Gentlemen:
Reference is made to that certain Escrow Agreement (the "Escrow Agreement"),
dated as of May 26, 1999 by and among xxxxxx-xxxxxxxxxxxx.xxx, inc. (the
"Company", "us", or "we"), Rockcrest Securities L.L.C. (the "Underwriter") and
Firstar Bank of Minnesota (the "Escrow Agent"), pursuant to which the Escrow
Agent agreed to hold and disburse on the terms and conditions set forth therein,
the proceeds of the Company's offering of Securities. Capitalized terms used
herein and not defined are defined as set forth in the Escrow Agreement.
Please be advised that the Company and the Underwriters have amended the
Underwriting Agreement, and that the Company intends to file an amendment to its
Registration Statement pertaining to the Offering, in order to increase: (i) the
price per share from $5.00 to $5.25; (ii) the Minimum Amount from $5,000,000 to
$5,250,000; and (iii) the maximum offering proceeds from $9,000,000 to
$9,450,000. We are requesting, by your execution of the acknowledgement below,
that you agree to amend the Escrow Agreement consistent with these increased
amounts.
By your execution of the acknowledgement to this letter you hereby agree
that:
1) Each reference in the recitals to the Escrow Agreement and in Section 3
of the Escrow Agreement to $5,000,000 shall be amended to be $5,250,000 and the
"Minimum Amount" wherever referred to in the Escrow Agreement shall mean
$5,250,000;
2) The price per share referred to in the recitals to the Escrow Agreement
as $5.00 shall be amended to read $5.25;
3) The reference to $9,000,000 in the recitals to the Escrow Agreement
shall be amended to read $9,450,000; and
4) The sentence preceding the final sentence of the first paragraph of
Section 3 of the Escrow Agreement shall be amended to read in its entirety: "On
the Initial Closing Date, the Escrow Agent shall release $4,697,500 of the funds
to the Company and $577,500 of the funds to the Underwriter."
In all other respects the Escrow Agreement shall remain unchanged and in
full force and effect. If you agree to the foregoing amendments, please execute
your acknowledgement below.
Very truly yours,
xxxxxx-xxxxxxxxxxxx.xxx, inc.
By: _____/S/ XXXXXX X. PASSALAQUA_____
Xxxxxx X. Xxxxxxxxxx
Chief Executive Officer
Acknowledged:
Firstar Bank of Minnesota, N.A.
By: ___/S/ XXXXXX X. XXXXXXX-LABATHE__
Xxxxxx X. Xxxxxxx-XxXxxxx
Assistant Vice President
Rockcrest Securities L.L.C.
By: __________________________________
Xxxxx X. Xxxxxx
President
