SECOND AMENDMENT TO
ASSET PURCHASE AGREEMENT
------------------------
This SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (the
"AMENDMENT") is entered into this 1st day of July, 1996, by and
among
French
Fragrances, Inc., a Florida corporation (the "Buyer"),
and Fragrance Marketing Group, Inc., a Florida corporation (the
"Seller"), and Xxxx Xxxxxx and Xxxx Xxxxxx Xxxxxx, the sole
shareholders
of the Seller (collectively, the "Shareholders"), and
amends
that
certain Asset Purchase Agreement among the Seller, the
Buyer and the Shareholders dated April 17, 1996 as amended on
May
14,
1996
(the
"Purchase Agreement"). All capitalized terms not
otherwise defined herein shall have the meanings set forth in the
Purchase Agreement.
WHEREAS,
the
partie
s entered into the Purchase Agreement, and,
pursuant to Section 14.2 thereof, desire to amend the Purchase
Agreement;
NOW,
THEREFORE,
in
consideration of the covenants and promises
contained herein and such other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1.
Sec
tion 2.1(a)(d) of the Purchase Agreement is deleted in
its entirety and replaced with the following:
"(d) a warrant exercisable for 1,075,000 shares
of the Buyer's common stock, par value $0.01 per
share (the "Warrant Stock"), in the form of Exhibit
E hereto (the "Warrant" and collectively with the
Cash Purchase Price, Inventory Purchase Price,
Debenture Price, the "Purchase Price"); provided
that, the Seller hereby authorizes and directs the
Buyer that the Warrant be issued to the Seller for
1,017,500 shares of Warrant Stock and that Warrants
in the form of Exhibit E be issued to Xxxxx Xxxxx for
10,750 shares of Warrant Stock and for 46,750
shares of Warrant Stock and which additional
Warrants and Warrant Stock shall be subject to
the same terms and conditions contained in this
Agreement, as amended, as are applicable to the
Seller's Warrant and the shares issuable upon
exercise of the Seller's Warrant, including,
without limitation, the provisions of Section 12.5,
"Offset; Security Interest", on a pro rata basis
with the Seller's Warrant, and treated for all
purposes as if they were the Seller's Warrant, and
upon exercise, Warrant Stock, under this Agreement,
as amended."
2. (a) Except as amended hereby, the Purchase Agreement
remains in full force and effect in accordance with its terms and
conditions and is reaffirmed for all purposes.
(b) This Amendment may be executed in any number of
counterparts
, each of which shall be deemed an original. Delivery
of
executed
signature pages hereof by facsimile transmission shall
constitute effective and binding execution and delivery hereof.
(c) This Amendment shall be shall be governed by and
construed in accordance with the laws of the State of Florida
applicable to contracts made and to be performed in Florida,
without regard to conflicts of law principles thereunder.
(d) This Amendment shall be binding upon, and inure to
the
benefit
of,
the
parties hereto and their respective successors,
assigns, heirs, beneficiaries, estates, executors and personal
representatives.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.
FRENCH FRAGRANCES, INC.
By: /s/ Xxxxxx Xxxxxx
---------------------------
Xxxxxx Xxxxxx
President
FRAGRANCE MARKETING GROUP, INC.
By: /s/ Xxxx Xxxxxx
---------------------------
Xxxx Xxxxxx
President
XXXX XXXXXX
By: /s/ Xxxx Xxxxxx
---------------------------
XXXX XXXXXX XXXXXX
By: /s/ Xxxx Xxxxxx Xxxxxx
---------------------------
