May 5, 2003
Reference is made to the Stock Purchase and Exchange Agreement (the
"Agreement") dated May 5, 2003 between XXXxxx.Xxx, Inc. ("Buyer"); Western Power
& Equipment Corp., a Delaware corporation ("Seller") and Western Power &
Equipment Corp., an Oregon corporation and wholly owned subsidiary of Seller
("WP Sub"). Capitalized terms used in this letter amendment to the Agreement
shall have the meaning assigned to them in the Agreement.
The following are additional "Conditions Precedent to the Obligation of
Buyer" set forth in Section 6.1 of the Agreement:
"(q) D & O Insurance. There shall be in force and fully paid at Closing
Officers and Directors Liability Insurance covering the current officers and
directors of Buyer satisfactory to Buyer and the Seller shall take all action
necessary to maintain such policy for three years following Closing.
(r) Employment Agreements. WP Sub shall have entered into an employment
agreement extension acceptable to Buyer with C. Xxxx XxXxxx and an employment
agreement (which shall supercede the existing consulting agreement) with Xxxxxx
Xxxxx acceptable to Buyer."
WESTERN POWER & EQUIPMENT
CORP. (Delaware)
By: /S/ C. XXXX XXXXXX
-----------------------------
Name: C. Xxxx XxXxxx
Title: President
WESTERN POWER & EQUIPMENT
CORP. (Oregon)
By: /S/ C. XXXX XXXXXX
-----------------------------
Name: C. Xxxx XxXxxx
Title: President
XXXXXX.XXX, INC.
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxxx
Title: President
