ROLLING PIN KITCHEN EMPORIUM, INC.
SECOND AMENDMENT TO COMMON STOCK PURCHASE WARRANT
THIS SECOND AMENDMENT TO THE COMMON STOCK PURCHASE WARRANT (the
"Amendment"), is effective as of the 25th day of November 1998, by ROLLING PIN
KITCHEN EMPORIUM, INC. (formerly HOME RETAIL HOLDINGS, INC.) (the "Company") and
LIBERTY BIDCO INVESTMENT CORPORATION ("BIDCO").
WHEREAS, the Company executed, issued and delivered a Common
Stock Purchase Warrant, dated August 12, 1998, and amended August 20, 1998 (the
"Amendment", and collectively, the "Warrant"), evidencing the right of BIDCO to
the purchase of 92,595 fully paid and non-assessable shares of Common Stock of
the Company;
WHEREAS, the Company has agreed to make a certain additional
payment to BIDCO relating to a loan BIDCO made to the Company; and
WHEREAS, in connection therewith, XXXXX has agreed to remove its
right to cause the Company to redeem the Warrant and the shares exercisable
thereunder;
NOW, THEREFORE, in consideration of the foregoing Recitals, the
terms, covenants and conditions hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company agrees to the following amendments to the Warrant, and
BIDCO consents to such amendments, as follows:
1. Sections 2 and 3 of the Amendment are deleted in their entirety and
shall have no force and effect.
2. Section 4(i) of Section 4 of the Amendment is deleted in its entirety
and shall have no force and effect.
3. Except as expressly amended and modified herein, the terms and
provisions of the Warrant are hereby confirmed, affirmed and ratified
as if fully set forth herein.
4. This Amendment may be executed in counterparts and via facsimile.
5. This Amendment shall be binding upon and shall inure to the benefit of
the Company and BIDCO, and their respective successors and assigns.
6. This amendment shall be null and void if the Company fails to
complete its initial public offering within 90 days hereof.
IN WITNESS WHEREOF, the parties have signed this Amendment to
the Warrant, intending to be legally bound hereby as of the day and date first
set forth above.
Attest: ROLLING PIN KITCHEN EMPORIUM, INC.
Secretary
By:
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ACCEPTED, ACKNOWLEDGED AND AGREED
LIBERTY BIDCO INVESTMENT CORPORATION
By:
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