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AMENDMENT NO. 3 TO WARRANT AGREEMENT
AMENDMENT dated September 23, 1998 to the warrant agreement (the
"Warrant Agreement") dated December 12, 1994 by and between Xxxxxx & Xxxxxx,
Inc., a Delaware corporation (the "Company"), and Corporate Stock Transfer,
Inc., a Colorado corporation, as warrant agent ("Warrant Agent").
WHEREAS, in connection with a public offering of 507,826 units
("Units"), each unit consisting of two (2) shares of the Company's Common Stock,
$.01 par value ("Common Stock"), and one (1) Redeemable Common Stock Purchase
Warrant, pursuant to an underwriting agreement (the "Underwriting Agreement")
dated December 9, 1994 between the Company and Xxxxxxxxx Xxxxxx, Inc.
("Xxxxxxxxx Xxxxxx"), and the issuance to Xxxxxxxxx Xxxxxx or its designees of
an Underwriter's Warrant to purchase 50,783 additional Units (the "Underwriter's
Warrant"), the Company issued 507,826 Common Stock Purchase Warrants
("Warrants") and may issue pursuant to the Underwriter's Warrant an additional
50,783 Warrants; and
WHEREAS, the Company and the Warrant Agent desire to amend
the Warrant Agreement as set forth herein,
NOW THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth and for the purpose of defining the terms and
provisions of the Warrants and the certificates representing the Warrants and
the respective rights and obligations thereunder of the Company, the holders of
certificates representing the Warrants and the Warrant Agent, the parties hereto
hereby agree as follows:
Section 1(i) of the Warrant Agreement is hereby amended to read as
follows:
SECTION 1. DEFINITIONS.
(i) "Warrant Expiration Date" shall mean 5:00 p.m. (New York
time) on October 30, 1998, or the Redemption Date as defined in Section
8, whichever is earlier; provided that if such date shall in the State
of New York be a holiday or a day on which banks are authorized to
close, then 5:00 p.m. (New York time) on the next following day that in
the State of New York is not a holiday or a day on which banks are
authorized to close. The foregoing sentence to the contrary
notwithstanding, the Warrants subject to the Underwriter's Warrant
shall not be redeemable except in the case of a demand for registration
under paragraph 6(b) of the Underwriter's Warrant, as set forth in such
paragraph 6(b).
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This Amendment may be executed in several counterparts, which taken
together shall constitute a single document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
XXXXXX & XXXXXX, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
Chief Financial Officer
CORPORATE STOCK TRANSFER, INC.
By: /s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
President
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