D. XXXXXXX XXXXX
0000 X. XXXXXXXXX XXX XXXXX 000
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Xxxxxxxx 0, 0000
Xxx Board of Directors of SHC Corp:
Xxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxxx
RE: Amendment to Letter Agreement Dated October 16, 2000
Gentlemen:
Reference is made to that certain letter dated October 16, 2000 from Sonoma
Financial Corporation (a/k/a SHC Corp.) (the "Company") to me setting forth our
agreement relating to certain resignation, compensation and other issues as
between the Company and me (the "Letter Agreement"). The parties have agreed to
amend certain provisions of the Letter Agreement as set forth in this letter.
In order to pursue other professional opportunities, I do not intend to
stand for re-election to the Company's Board of Directors at its anticipated
upcoming meeting of shareholders. Therefore, I hereby submit my unconditional
resignation as a director of the Company and all other positions I may hold with
the Company, effective as of Monday, December 11, 2000.
In addition, we have agreed to amend, and by execution of this letter we
hereby amend, Paragraph 4 of the Letter Agreement by increasing the number of
franchises being offered to the Midwest Investor Group of Illinois from ten (10)
to twenty (20). This right to franchises shall remain subject to the same terms
and conditions as set forth in the Letter Agreement.
Except as expressly modified hereby, the Letter Agreement shall remain
unamended and in full force and effect. Please indicate your acceptance of the
terms set forth herein by signing where indicated below.
Sincerely,
D. Xxxxxxx Xxxxx
Agreed and Accepted December 7, 2000
SHC Corp.
By: /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx, President
