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Exhibit 2. Addendum to Stock Purchase Agreement
ADDENDUM TO STOCK PURCHASE AGREEMENT
This Addendum to Stock Purchase Agreement ("Addendum") is executed by all
parties to that certain Stock Purchase Agreement dated January ____, 1997 (the
"Agreement") and it is intended to add, modify, change or supersede, as the case
may be, certain clauses that are identified herein.
1. All parties to the Agreement will have fifteen (15) business days
following receipt of all Disclosure Documents to review and approve such
documents. Approval of the Disclosure Documents shall be presumed in the absence
of written notification to the contrary delivered within the time set forth in
this paragraph.
2. All parties agree that the representations and warranties contained in
the Agreement shall be reciprocal. The parties agree that the parties will
attach to the Agreement, prior to Closing, a written schedule of exceptions, if
any, to the representations and warranties contained in the Agreement and made
reciprocal by this paragraph.
3. All parties agree that paragraph 12 titled "Indemnification" shall be
deleted in its entirety from the Agreement.
4. All parties agree that the Company will not, prior to closing, take (i)
any action, (ii) enter into any material agreements, or (iii) otherwise incur
any debt or liability without the prior written consent of the Selling
Shareholders.
This Addendum is signed in duplicate on January 31, 1997.
The "Company"
DMI, Inc., a Colorado corporation
January 31, 1997 By: /s/ XXXXX X. XXXX
------------------------
Name: Xxxxx X. Xxxx
Title: CEO
By: /s/ XXXXXX XXXXXXXXX
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Name: Xxxxxx XxxXxxxxx
Title: President
The "Selling Shareholders"
January 31, 1997 By: /s/ X.X. XXXXXXX
--------------------------
Name: X.X. Xxxxxxx
Title: CEO DTI Technology, Inc.
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