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EXHIBIT E
SECOND AMENDMENT TO THE
CONTRIBUTION AND SHARE EXCHANGE AGREEMENT
DATED APRIL 22, 1998 AND AMENDED AUGUST 31, 1998
BY AND AMONG
▇▇▇▇▇ COMMUNICATIONS HOLDINGS LIMITED PARTNERSHIP,
A NEVADA LIMITED PARTNERSHIP
▇▇▇▇▇ WORLD WIDE DIGITAL TRANSMISSION & VAULTING
LIMITED PARTNERSHIP,
A NEVADA LIMITED PARTNERSHIP
▇▇▇▇▇ PRODUCTIONS LIMITED PARTNERSHIP,
A NEVADA LIMITED PARTNERSHIP
▇▇▇▇▇ VIRTUAL MEDIA LIMITED PARTNERSHIP,
A NEVADA LIMITED PARTNERSHIP
AND
PRECISION SYSTEMS, INC.,
A DELAWARE CORPORATION
OCTOBER 27, 1998
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SECOND AMENDMENT TO THE
CONTRIBUTION AND SHARE EXCHANGE AGREEMENT
This SECOND AMENDMENT (the "Amendment") to that certain Contribution and
Share Exchange Agreement (the "Agreement") dated April 22, 1998 and amended on
August 31, 1998 by and among ▇▇▇▇▇ Communications Holdings Limited Partnership,
a Nevada limited partnership ("▇▇▇▇▇ Communications"), ▇▇▇▇▇ World Wide Digital
Transmission & Vaulting Limited Partnership, a Nevada limited partnership
("▇▇▇▇▇ World Wide"), ▇▇▇▇▇ Productions Limited Partnership, a Nevada limited
partnership ("▇▇▇▇▇ Productions"), ▇▇▇▇▇ Virtual Media Limited Partnership, a
Nevada limited partnership ("SVM") and Precision Systems, Inc., a Delaware
corporation ("PSI") is entered into by and among ▇▇▇▇▇ Communications, ▇▇▇▇▇
World Wide, ▇▇▇▇▇ Productions, SVM and PSI (the "Parties") as of this 27th day
of October, 1998.
WHEREAS, the Parties have determined to amend the Agreement pursuant to the
terms of this Amendment; and
WHEREAS, capitalized terms not defined herein shall have the meaning
ascribed to such terms in the Agreement;
NOW, THEREFORE, in consideration of the foregoing, and of the
representations, warranties, covenants and agreements contained herein, the
Parties hereto agree as follows.
1. Amendments.
a. Section 8.17 of the Agreement is hereby amended to read as follows:
8.17. Non-Fulfillment Date. In the event that one or more of the
foregoing conditions in this Article VIII is not fulfilled as of
December 19, 1998, ▇▇▇▇▇ may, upon notice to PSI and on or prior to
the Closing Date, elect not to consummate the transactions provided
for herein, or may waive the condition and proceed to Closing, but
any breach of condition, warranty, representation or covenant known
to ▇▇▇▇▇ at the Closing Date as to which ▇▇▇▇▇ does not make a
claim by the Closing Date shall be deemed to have been waived.
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b. Section 9.11 of the Agreement is hereby amended to read as follows:
9.11. Non-Fulfillment Date. In the event that one or more of the
foregoing conditions in this Article IX is not fulfilled as of
December 19, 1998, PSI may, upon notice to ▇▇▇▇▇ and on or prior
to the Closing Date, elect not to consummate the transactions
provided for herein, or may waive the condition and proceed to
Closing, but any breach of condition, warranty, representation or
covenant known to PSI at the Closing Date as to which PSI does not
make a claim by the Closing Date shall be deemed to have been
waived.
c. Subsection (1) of paragraph (b) of Section 27.1 is hereby amended
to read as follows:
(1) if the Closing shall not have occurred on or before December
19, 1998, due to a failure of any of the conditions precedent set
forth in Article IX; or
d. Subsection (1) of paragraph (c) of Section 27.1 is hereby amended
to read as follows:
(1) if the Closing shall not have occurred on or before December
19, 1998 due to a failure of any of the conditions precedent set
forth in Article VIII; or
3. Effect. Except as otherwise set forth in this Amendment, the Agreement
shall remain in full force and effect in accordance with its terms.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be considered an original, but all of which
shall constitute but one and the same agreement by and among the Parties.
5. Governing Law. This Amendment shall be construed in accordance with the
laws of Florida, without regard to the principles of conflicts.
6. Amendment. This Amendment may not be amended except by action of each
of the Parties hereto set forth in an instrument in writing signed on behalf of
each of the Parties hereto.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
as of the day and year first above written.
▇▇▇▇▇ COMMUNICATIONS HOLDINGS
LIMITED PARTNERSHIP,
a Nevada Limited partnership
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
▇▇▇ ▇. ▇▇▇▇▇
President, Holdings Investments,
Inc.
General Partner of ▇▇▇▇▇
Communications
Holdings Limited Partnership
▇▇▇▇▇ VIRTUAL MEDIA LIMITED
PARTNERSHIP,
a Nevada limited partnership
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
▇▇▇ ▇. ▇▇▇▇▇
President, Magnatone Entertainment
Group, Inc.
General Partner of ▇▇▇▇▇ Virtual
Media Limited Partnership
▇▇▇▇▇ WORLD WIDE DIGITAL TRANSMISSION
& VAULTING LIMITED PARTNERSHIP,
a Nevada limited partnership
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
▇▇▇ ▇. ▇▇▇▇▇
President, ▇▇▇▇▇ World Wide, Inc.
General Partner of ▇▇▇▇▇ World Wide
Digital Transmission & Vaulting
Limited Partnership
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▇▇▇▇▇ PRODUCTIONS LIMITED PARTNERSHIP,
a Nevada limited partnership
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇
President, ▇▇▇▇▇▇▇▇▇ Communications,
Inc.
General Partner of ▇▇▇▇▇ Productions
Limited Partnership
PRECISION SYSTEMS, INC.,
a Delaware corporation
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
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