FIRST AMENDMENT TO STOCK OPTION AGREEMENT
THIS FIRST AMENDMENT to Stock Option Agreement (this "Amendment") is
made as of the 25th day of September, 1997, by and among Law Companies Group,
Inc., a Georgia corporation (the "Company"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, ▇▇., each a resident of the State of Georgia (jointly and severally,
"Optionee"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Family Partnership, L.P., a Georgia
limited partnership (the "Limited Partnership").
R E C I T A L S:
WHEREAS, Optionee holds an option to purchase up to 900,000 shares of
common stock of Law pursuant to that certain Stock Option Agreement, dated May
6, 1997, by and between the Company, on the one hand, and Optionee, on the
other;
WHEREAS, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. ("▇▇▇▇▇▇▇▇") who is a general partner
of the Limited Partnership, desires to transfer his interest in the Stock Option
Agreement to the Limited Partnership;
WHEREAS, the Stock Option Agreement permits such a transfer upon
Optionee providing notice to the Company of the name and address of any such
transferee, and Optionee has provided such notice;
NOW, THEREFORE, in consideration of the mutual recitals, promises and
covenants set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Amendment. The Stock Option Agreement is hereby amended to delete
▇▇▇▇▇▇▇▇ as a party and substituting therefor the Limited Partnership.
References to Optionee in the Stock Option Agreement shall henceforth mean
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and the Limited Partnership, jointly and severally.
2. Stock Option Agreement Otherwise Unchanged. Except as provided
herein, the Stock Option Agreement shall remain unchanged and in full force and
effect.
3. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
4. Binding Effect. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
5. Governing Laws. This Amendment shall be governed by and construed in
accordance with the laws of the State of Georgia without giving effect to the
principles of conflicts of laws.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as of the date first above written.
COMPANY:
LAW COMPANIES GROUP INC.
By:
▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman, CEO and President
OPTIONEE:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
LIMITED PARTNERSHIP:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
FAMILY PARTNERSHIP, L.P.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., General Partner
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Partner
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., Limited Partner
