Exhibit 99.3
AMENDMENT NO. 1 TO THE AGREEMENT
February 5, 1998
The parties hereto agree, by way of amendment to the Sale and Purchase
Agreement signed today, that one third of the purchase price for the shares of
Achere, attributable to the undersigned, Xxxx-Xxxxxx Gandreuil, acting both in
his own capacity and in his capacity as gerant of the societe civile D.J.C.M.
(i.e., an amount equivalent to FRF 2,067,965.50, to be considered as a partial
set off against the total purchase price received by Xxxx-Xxxxxx Gandreuil on
the date hereof pursuant to the Sale and Purchase Agreement) will be paid by
Xxxx-Xxxxxx Gandreuil or a nominee no later than the close of business on
February 6, 1998, to purchase the monetary value equivalent in Xxxxxx Xxxxxxx
International, Inc. common stock (the "Stock"); it being specified that the
value of the Stock shall be the quoted value for the Stock as at the close of
trading on February 4, 1998.
To the extent permitted by law, it is further agreed that the
undersigned Xxxx-Xxxxxx Gandreuil, shall not sell, transfer or otherwise dispose
of the Stock so purchased for a period of one year as from the date on which
such purchase is perfected; provided, however, that as from the expiry of such
one-year period, Xxxx-Xxxxxx Gandreuil shall only dispose of the Stock,
including any additional Xxxxxx Xxxxxxx International stock which he may acquire
subsequent to the purchase of the Stock, in accordance with all internal and
other applicable regulatory terms and conditions relating to Stock held by
employees and relatives of Xxxxxx Xxxxxxx International, Inc. Xxxx-Xxxxxx
Gandreuil also understands and agrees that the Stock has not been registered
with the United States Securities and Exchange Commission and, therefore, may
not be sold or transferred except in a transaction exempt from registration
(e.g., pursuant to Rule 144) and that the certificates representing the Stock
will bear a legend to such effect. For purposes of this Agreement, the term
"Xxxxxx Xxxxxxx International, Inc." shall include all of its affiliated
entities
and all other direct and indirect minority interests held by Xxxxxx Xxxxxxx
International Inc.
Done in Carquefou, France on February 5, 1998 in eight originals.
THE VENDORS XXXXXX XXXXXXX FRANCE
/s/ Xxxx-Xxxxxxxx Queru By: /s/ X.X. Xxxxxxxx
------------------------------ ------------------------------
Xxxx-Xxxxxxxx Queru X. X. Xxxxxxxx
(Guarantor)
/s/ Xxxx-Xxxxxxxx Queru XXXXXX XXXXXXX INTERNATIONAL
------------------------------ INC.
Regine Queru
By: Xxxx-Xxxxxxxx Queru By: /s/ X.X. Xxxxxxxx
------------------------------
X. X. Xxxxxxxx
/s/ Xxxx-Xxxxxxxx Queru
------------------------------
Xx. Xxxxxx Queru
By: Xxxx-Xxxxxxxx Queru
/s/ Xxxx-Xxxxxxxx Queru
------------------------------
Ms. Xxxxxx Queru
By: Xxxx-Xxxxxxxx Queru
/s/ Xxxx-Xxxxxxxx Queru
------------------------------
SC MGLV
By: Xxxx-Xxxxxxxx Queru
Gerant
/s/ Xxxx-Xxxxxx Gandreuil
------------------------------
Xxxx-Xxxxxx Gandreuil
(Guarantor)
/s/ Xxxx-Xxxxxx Gandreuil
------------------------------
Mrs. Dominique Gandreuil
By: Mr. Xxxx-Xxxxxx Gandreuil
