AMENDMENT TO FOUNDERS' SHAREHOLDER AGREEMENT
AMENDMENT, dated as of July 7, 1998, among ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, Trade Consultants, Inc., Pension Fund and Big
City Bagels, Inc. ("Company").
WHEREAS, ▇▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇") is transferring certain shares of Common
Stock of the Company owned by him to certain of the other parties to the
Founders' Shareholder Agreement, dated as of March 31, 1996, among the parties
hereto ("Founders' Shareholder Agreement"); and
WHEREAS, the parties hereto desire to remove ▇▇▇▇▇▇ as a party thereto;
IT IS AGREED:
1. Effective as of the date hereof, ▇▇▇▇▇▇ shall no longer be considered a
"Shareholder" under the Founders' Shareholder Agreement and he shall have no
further rights or obligations thereunder.
2. All certificates representing shares of Common Stock of Company held by
▇▇▇▇▇▇ not being transferred to other parties concurrently with the execution of
this Amendment shall have the restrictive legend set forth in Section 3(a) of
the Founders' Shareholder Agreement removed and the Company shall eliminate any
stop transfer order implemented pursuant to Section 3(b) thereof.
3. Except as expressly set forth herein, the Founders' Shareholder Agreement
shall continue in full force and effect with respect to the other parties
thereto.
4. This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute
but one Amendment.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
day and year first above written.
TRADE CONSULTANTS, INC. PENSION FUND
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
________________________ By:_________________________________
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BIG CITY BAGELS, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
_________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By:__________________________________
▇▇▇▇ ▇▇▇▇▇▇▇, Chairman
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
_________________________
▇▇▇▇▇ ▇▇▇▇▇▇
