AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
This Amendment No.2 to that certain Asset Purchase Agreement (this
"Amendment"), dated as of October 30, 1996, by and among Artisan Acquisition
Co., a Delaware corporation (the "Purchaser"), Decor Group, Inc., a Delaware
corporation ("Decor"), Artisan House, Inc., a California corporation (the
"Seller"), and Xxxxx Xxxxxxx (the "Shareholder").
W I T N E S E T H :
WHEREAS, the Purchaser, Decor, the Seller and the Shareholder are
parties to that certain Asset Purchase Agreement dated as of March 25, 1996 and
amended as of September 10, 1996 (the "Existing Agreement"); and
WHEREAS, the Purchaser, Decor, the Seller and the Shareholder desire
to amend the Existing Agreement to effect the changes provided for herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1. Concurrently with the execution of this Amendment, in consideration
of the extension of time to close set forth in section 2(D) hereof (amending
section 2.1(a) of the Existing Agreement), and as a condition precedent to the
effectiveness of this Amendment, the Purchaser shall pay the Seller the sum of
$40,000, which shall be treated as an additional Extension Payment, as that
term is used in the Existing Agreement.
2. Effective as of the date hereof, the Existing Agreement is hereby
amended as follows:
(A) Schedule 1.2 shall be amended by adding the following at
the end of item no.4:
, including without limitation, not more than (i)
$15,000 paid in connection with the introduction of new
product lines and attendance at the Home Furnishings trade
show in North Carolina in October 1996 and (ii) $15,000 paid
in connection with the 1997 Artisan House brochure.
(B) Schedule 1.3 shall be amended by adding the following
after item number (9):
(10) Liabilities to legal counsel and accountants
incurred by the Seller in an amount not to exceed $35,000.
(11) Obligations incurred by the Seller under that
certain Loan Agreement with American West Bank in the
aggregate amount of $200,000 and take such actions necessary
to have the Shareholder released from his guarantee of such
obligations.
(C) Section 1.7 shall be amended by adding the following
paragraph after the last sentence thereof:
The Employment Agreement shall also provide for the issuance
to the Shareholder on each of the first and second
anniversary of the Closing Date of options to purchase 50,000
shares of Decor Common Stock exercisable for a period of four
(4) years following the date of issuance at an exercise price
of $.0001 per share; provided the Shareholder continues to be
employed by Decor.
(D) Section 2.1(a) shall be deleted in its entirety and in
lieu thereof the following shall be inserted:
(a) Upon satisfaction of the conditions contained in Article VII of
this Agreement, the consummation of the transactions contemplated by this
Agreement (the "Closing") shall be held at 10:00 a.m. (New York City time) by
no later than December 15, 1996 (such date and time being referred to herein as
the "Closing Date") at the offices of Xxxxxxxxx & Xxxxxxxxx, LLP, 000 Xxxxx
Xxxxxx, Xxx Xxxx, XX 00000 or, at the agreement of the parties, at such other
place as the parties may agree or by facsimile transmission, with the original
signature pages to be held in escrow by the Seller's counsel, subject to
written release by the Purchaser of the Purchaser's signature pages. The
parties acknowledge that the Purchaser has previously paid to the Seller an
aggregate of $125,000 (the "Extension Payments") to extend the closing of the
transaction contemplated hereby from May 31, 1996 which Extension Payments
shall be deducted from the Purchase Price set forth in Section 1.5(a)(iii)(z)
above and due hereunder.
3. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York, without regard to principles of
conflicts of law.
4. Except as otherwise specifically set forth herein, all of the terms
and provisions of the Existing Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the day first above written.
DECOR GROUP, INC. ARTISAN HOUSE, INC.
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx
Title: President Title: President
ARTISAN ACQUISITION CO.
/s/Xxxxx Xxxxxxx
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XXXXX XXXXXXX
By: /s/ Xxxxxx Xxxxxxx
-------------------------
Name: Xxxxxx Xxxxxxx
Title: President
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