EXHIBIT 10.2
MAC WORLDWIDE, INC.
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT (the "Amendment") is made and entered into as of
this 20th day of December, 2001, by and among MAC Worldwide, Inc., a Delaware
corporation ("MAC" or "Purchaser"), and Xxxxxxxx Xxxxxxx ("Xxxxxxxx"), an
individual and Xxxxxxx Xxxxxxx ("Xxxxxxx"), an individual (collectively known as
the "Sellers" and together with MAC as the "Parties").
WHEREAS, the Parties entered into a Common Stock Purchase Agreement dated
December 20, 2000 (the "Agreement") pursuant to which the Sellers agreed to
transfer and deliver to MAC all of the issued and outstanding capital stock of
Mimi & Coco, Inc., a Canadian corporation, in exchange for an aggregate of Two
Million Five Hundred Thousand (2,500,000) shares of the Company's common stock,
par value $.001 per share; and
WHEREAS, the Parties desire to make certain amendments to the Agreement.
NOW, THEREFORE, in consideration of the premises, and of the promises,
covenants and conditions contained herein, the Parties intending to be legally
bound hereby agree as follows:
1. Number of Shares of Common Stock to be Issued. Article II of the
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Agreement is hereby amended by adding Section 2.2 Condition Subsequent to
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Closing; Future Issuances, which Section 2.2 shall read as follows:
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"Section 2.2 Condition Subsequent to Closing; Future Issuances. If, by
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June 14, 2002, the Company does not raise Two Hundred Sixty Thousand ($260,000)
dollars through its private placement pursuant to Rule 506 of Regulation D of
the Securities Act of 1933, as amended, by offering up to Two Million Six
Hundred Thousand (2,600,000) shares of its common stock (the "Condition"), each
of Xxxxxxx and Xxxxxxxx shall be issued an additional One Million Two Hundred
Fifty Thousand (1,250,000) shares of the Company's common stock, par value
$.001. It being the absolute and unequivocal intention of each of the Parties
that the number of shares of common stock that will be held by each of the
Sellers in connection with the transactions contemplated by the Agreement and in
the event the Condition is not realized, be an amount equal to Two Million Five
Hundred Thousand (2,500,000)."
2. Terms of Agreement. Any term or condition contained in the
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Agreement and not otherwise amended pursuant to this Amendment shall remain in
full force and effect in each and every respect.
3. Governing Law. This Amendment shall be governed by and construed in
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accordance with the laws of the State of New York without giving effect to
principles of conflicts or choice of laws thereof.
4. Counterparts. This Amendment may be executed in counterparts, each
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of which shall be deemed an original, and all of which, when taken together,
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this
Amendment as of the date first written above.
SELLERS: PURCHASER:
MAC Worldwide, Inc.
By: ___________________ By:_________________________
Xxxxxxxx Xxxxxxx Xxxxxx Xxxx, President
By: __________________
Xxxxxxx Xxxxxxx
