AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment") is made and
entered into this 24th day of September, 1997, by and among GEOSCIENCE
CORPORATION, a Nevada corporation ("Seller"), PARADIGM GEOPHYSICAL CORP., a
Delaware corporation ("Purchaser"), and PARADIGM GEOPHYSICAL LTD., a corporation
formed under the laws of Israel ("PG Guarantor").
WITNESSETH:
WHEREAS, Seller, Purchaser and PG Guarantor entered into that certain
Stock Purchase Agreement (the "Agreement") dated September 5, 1997, with respect
to the sale and purchase of all of the outstanding stock of CogniSeis
Development, Inc., a Delaware corporation; and
WHEREAS, Seller, Purchaser and PG Guarantor now desire to amend the
Agreement;
NOW, THEREFORE, for and in consideration of the foregoing premises, the
mutual covenants and agreements herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby agree as follows.
1. Indemnity. Section 9 of the Agreement is hereby amended to read in its
entirety as follows:
"LIMITATION OF LIABILITY. Notwithstanding any other provision of this
Agreement: (a) the liability of the Purchaser and the Seller under this
Agreement for any breach of representation, warranty or covenant herein
shall be limited to actual damages only and shall not include incidental,
consequential or indirect damages; (b) the Seller shall not have any
liability for any such breaches or any indemnification unless the
aggregate liabilities exceed $500,000.00; (c) the aggregate liability of
the Seller for indemnification for the obligations listed in item number 4
of Exhibit "B" shall not exceed $550,000; and (d) the aggregate liability
of the Seller for all other such breaches and indemnification shall not
exceed $5,000,000.00. Notwithstanding the foregoing to the contrary, the
limitations of clauses (b) and (d) shall not apply to the Seller's
indemnity obligations under Section 8(c)."
2. CORPORATE NAME OF PURCHASER. It is acknowledged and agreed that
Purchaser's proper corporate name is "Paradigm Geophysical Corp." not "Paradigm
Geophysical Corporation" as set forth in the Agreement. Purchaser does hereby
ratify and confirm the terms of the Agreement in its proper corporate name.
3. COUNTERPARTS. This Amendment may be executed in one or more
counterparts all of which together shall constitute one and the same instrument.
In making proof hereof, it shall be
AMENDMENT TO STOCK
PURCHASE AGREEMENT - Page 1
necessary to produce only one such counterpart. A telecopied facsimile of a duly
executed counterpart of this Amendment shall be sufficient to evidence the
binding agreement of each party to the terms hereof. However, the parties agree
to promptly return an original, duly executed counterpart of this Amendment
following the delivery of a telecopied facsimile thereof.
4. DEFINED TERMS. Any capitalized terms used herein and not defined herein
shall have the same meaning as in the Contract. In the event of a conflict
between the terms of this Amendment and the terms of the Contract, the terms of
this Amendment shall control.
5. CAPTIONS. The section headings used in this Amendment are for
convenience of reference only and shall not control or affect the meaning or
interpretation of the terms hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.
GEOSCIENCE CORPORATION
By: /s/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx
Title: President
PARADIGM GEOPHYSICAL CORPORATION
By: /s/ XXXXX XXXXX
Name: Xxxxx Xxxxx
Title: Chief Executive Officer
PARADIGM GEOPHYSICAL LTD.
By: /s/ XXXXX XXXXX
Name: Xxxxx Xxxxx
Title: Chief Executive Officer
AMENDMENT TO STOCK
PURCHASE AGREEMENT - Page 2
