AMENDMENT NO. 1 TO EXCHANGE AGREEMENT
Amendment No. 1 dated December , 1998 to the Exchange Agreement (the
Agreement") dated as of the 1st day of September, 1998 by and among ▇▇▇▇▇▇ ▇.
▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇ (individually, a "Shareholder" and collectively, the "Shareholders") and
American Marine Recreation, Inc., a Delaware corporation (the "Company").
W I T N E S S E T H
WHEREAS, the parties hereto hereby agree that it would be in
their mutual best interest to amend the Agreement in the manner set forth
herein;
NOW, THEREFORE, in consideration of the above premises and the
mutual promises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree that the Agreement is amended as follows:
I. Modifications.
A. Exhibit B is hereby deleted in its entirety and replaced by
Exhibit B annexed hereto.
II. Confirmation. Except as expressly specified herein, all other
terms, conditions and provisions of the Agreement are hereby confirmed and shall
remain in full force and effect without modification.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year first above written.
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▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
AMERICAN MARINE RECREATION, INC.
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: President
EXHIBIT B
OWNERSHIP OF COMMON STOCK
Shareholder Number of Shares of Common Stock
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▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. 1,524,084
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ 79,065
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 79,065
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ 79,065
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 79,065
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Total 1,841,344
