Exhibit 10(iii)
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AMENDMENT NO. 1 TO STOCKHOLDERS' AGREEMENT
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This Amendment Xx. 0 ("Xxxxxxxxx Xx. 0"), dated as of July __, 2000, to the
Stockholders' Agreement, dated as of May 31, 2000 (the "Agreement"), is entered
into by and among (i) XXXXXX INDUSTRIES INC., a New York corporation ("Xxxxxx
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Industries"), (ii) ENVIRO-CLEAN OF AMERICA, INC., a Nevada corporation ("Enviro-
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Clean"), (iii) CORPORATE ASSETS INTERNATIONAL INC., a Delaware corporation
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("Corporate Assets"), (iv) PRESTIGE EQUIPMENT CORPORATION, a New York
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corporation ("Prestige Equipment"), (v) XXXXX SYSTEMS, INC., a Texas corporation
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("Xxxxx Systems"), (vi) XXXXXX XXXXXXX, an individual residing in the state of
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Kansas ("Xx. Xxxxxxx"), (vii) XXXXX XXXX, an individual residing in the state of
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Kansas ("Mr. Root"), (each of the foregoing, a "Stockholder" and, collectively,
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the "Stockholders"), (viii) XXXXX0XXXX.XXX CORPORATION, a Delaware corporation
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(the "Company") and x0xxxxxxx.xxx, Inc., a Delaware corporation ("b2bstores").
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All capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Agreement.
W I T N E S S E T H :
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WHEREAS, each Stockholder and the Company are parties to the Agreement; and
WHEREAS, the parties hereto desire to amend the Agreement as hereinafter
set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto hereby agree as follows:
1. Amendment to Section 5.2. Section 5.2 is hereby amended in its entirety to
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read as follows:
Obligation of Enviro-Clean to Provide or Obtain Additional Financing.
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Enviro-Clean hereby covenants and agrees that, on or prior to July 15,
2000, it will provide the Company with a loan in the amount of $1,000,000
with interest payable at the prime rate (the "Loan") on the terms set forth
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in the Note attached hereto as Exhibit A. Enviro-Clean further covenants
and agrees that, on or prior to February 1, 2001, it and/or Third Party
financing sources it identifies will invest an aggregate of $2,250,000 in
equity in exchange for 15% of the capital stock of the Company (the
"Additional Financing").
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2. Amendment to Section 6.2. Section 6.2 is hereby amended in its entirety to
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read as follows:
Confidentiality. Each Stockholder and b2bstores acknowledges that any and
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all information, including without limitation customer mailing lists,
received by such Stockholder or b2bstores pursuant hereto or in connection
with the Company may be
confidential and for its use only, and it will not use such confidential
information in any manner adverse to the Company or to the Stockholder
delivering the information, or reproduce, disclose or disseminate such
information to any other person (other than its employees or agents having
a need to know the contents of such information, its respective partners,
members or shareholders and its and their respective attorneys who are
advised of the confidential nature of the information), except in
connection with the exercise of rights under this Agreement, unless the
Company has made such information available to the public generally or such
Stockholder or b2bstores is required to disclose such information by a
court or governmental body of competent jurisdiction. Each Stockholder and
b2bstores hereby agrees to hold in confidence and trust and not to misuse
or disclose any confidential information provided pursuant to this
Agreement.
3. Ratification and Confirmation of Agreement. Except as so modified pursuant
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to this Amendment No. 1, the Agreement is hereby ratified and confirmed in all
respects.
4. Effectiveness. This Amendment No. 1 shall be effective as of the date
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hereof.
5. Counterparts and Headings. This Amendment No. 1 may be executed in two or
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more counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument. All headings and
any cover page or table of contents are inserted for convenience or reference
only and shall not affect its meaning or interpretation.
6. Governing Law. This Amendment No. 1 shall be governed by the corporate law
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of the State of Delaware with respect to issues concerning the relative rights
of the Company and its stockholders. All other issues concerning this Amendment
No. 1 shall be governed by and construed in accordance with the laws of the
State of New York without giving effect to the principles of conflict of laws
thereunder which would specify the application of the law of another
jurisdiction.
7. Complete Agreement. This Amendment No. 1 and the Agreement contain the
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entire agreement among the parties with respect to the subject matter hereof and
supersede all prior and contemporaneous arrangements or understandings, whether
written or oral, with respect thereto.
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