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EXHIBIT 4.2
BROOKE GROUP LTD.
000 X.X. XXXXXX XXXXXX, 00XX XXXXX
XXXXX, XXXXXXX 00000
January 1, 1998
Xx. Xxxxx X. Xxxxxxxx, III
0000 Xxxx Xxxxxx, #000
Xxxxx Xxxxx, Xxxxxxx 00000
Dear Xx. Xxxxxxxx:
This letter sets forth the first amendment to the Stock Option
Agreement (the "Agreement") dated January 1, 1997, between Brooke Group Ltd. and
you.
1. The Agreement is amended by deleting the number "62,000" in the
first sentence thereof and substituting therefor the number "75,000".
2. The Agreement is amended by deleting the first sentence of Section 1
and substituting therefor the following:
The Option may be exercised on or prior to December 31, 2006
(at which date the Option will, to the extent not previously exercised,
expire), as follows: (a) as to 12,500 of the Shares, on and after
January 1, 1998; (b) as to 12,500 of the Shares, on and after January
1, 1999; (c) as to 12,500 of the Shares, on and after January 1, 2000;
(d) as to 12,500 of the Shares, on and after January 1, 2001; (e) as to
12,500 of the Shares, on and after January 1, 2002; and (f) as to the
final 12,500 of the Shares, on and after January 1, 2003.
3. This letter agreement constitutes an amendment to and a modification
of the Agreement and shall for all purposes be considered a part of the
Agreement. Except as amended hereby, the Agreement is confirmed and ratified in
all respects and shall remain in full force and effect.
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Xx. Xxxxx X. Xxxxxxxx, III
January 1, 1998
Page 2
Please indicate your agreement with the foregoing by countersigning two
copies of this letter agreement in the space provided below and returning one of
such copies to us.
Very truly yours,
BROOKE GROUP LTD.
By: /s/ Xxxxxxx X. XxXxx
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Xxxxxxx X. XxXxx
Chairman, President and
Chief Executive Officer
AGREED TO AND ACCEPTED:
By: /s/ Xxxxx Xxxxxx Xxxxxxxx III
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Xxxxx X. Xxxxxxxx III
