I.G. DESIGN, INC.
AMENDMENT NO. 1 TO
AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT
This AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (the
"Amendment") is entered into as of November , 1997, by and among the
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Principal Shareholders (as such term is
defined in the Amended and Restated Shareholders' Agreement) and I.G. Design,
Inc., a Delaware corporation having its principal office and place of business
at 0000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000-0000 (the "Corporation").
WHEREAS, on May 15, 1997, the Corporation and all of the shareholders of
the Corporation entered into the Amended and Restated Shareholders' Agreement
(the "Restated Agreement"); and
WHEREAS, the parties hereto now wish to amend the Restated Agreement as set
forth below.
NOW, THEREFORE, in consideration of the foregoing and various other
considerations, the receipt and sufficiency of which the parties hereby
acknowledge, the parties hereto hereby agree that the Restated Agreement shall
be amended as follows:
1. Section 16 of the Restated Agreement is hereby deleted and amended in
its entirety to read as follows:
16. TERM OF AGREEMENT
(i) With respect to Section 4C., from the date of consummation of the
Offering until the earlier to occur of (A) the fourth anniversary of
the execution of this Restated Agreement or (B) the Principal
Shareholders' ceasing to be the Beneficial Owners of more than 20% of
the issued and outstanding Stock; provided that a Principal
Shareholder shall be deemed to be the Beneficial Owner of Stock held
by a family trust established by such Principal Shareholder.
(ii) With respect to all other Sections of this Restated Agreement,
from the date of consummation of the Offering until the earlier to
occur of (A) the sixth anniversary of the execution of this Restated
Agreement or (B) the Principal Shareholders' ceasing to be the
Beneficial Owners of more than 20% of the issued and outstanding Stock;
provided that a Principal Shareholder shall be deemed to be the
Beneficial Owner of Stock held by a family trust established by such
Principal Shareholder.
This Amendment shall take effect immediately upon the effectiveness of
the Restated Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
signed as of the date first written above.
I.G. DESIGN, INC.
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Xxxxxx X. Xxxx, President
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Xxxxxx X. Xxxxx
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Xxx X. Xxxxxxx
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Xxx Xxxxxxx
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Xxxxxx X. Xxxx
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