EXHIBIT 10.4
SUPPLEMENT TO STOCKHOLDERS' AGREEMENT
Amendment No. 1 dated as of October 29, 1997 to the
Stockholders' Agreement dated as of March 12, 1993 (the
"Stockholders' Agreement") among Norton Xxxxxxxxx, The G/N
Xxxxxxxxx Trust, Xxxxx X. Failing, Jr., The Failing Trust, and
Xxxxxxxxx X. Failing.
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to the Stockholders'
Agreement whereunder they have agreed to certain rights and
restrictions with respect to the common stock, $.01 par value, of
Electronic Retailing Systems International, Inc., a Delaware
corporation (the "Company"), held thereby, as well as certain other
obligations with respect to the Company; and
WHEREAS, the Company is contemporaneously herewith entering
into a combination agreement dated this date (the "Combination
Agreement") with Telepanel Systems Inc., pursuant to Section 4.15
of which certain corporate governance arrangements are contemplated
effective at the Effective Time (as defined thereunder); and
WHEREAS, in furtherance of the Combination Agreement,
effective at the Effective Time, the parties hereto desire to
modify certain terms of the Stockholders' Agreement in accordance
with this Amendment No. 1;
NOW, THEREFORE, in consideration of the mutual premises and
agreements hereinafter set forth, the parties hereto hereby agree
as follows:
1. Effective at the Effective Time and until the second
anniversary thereof, section 5 of the Stockholders' Agreement
is hereby amended by deleting the references to "7" and "6"
therein and inserting in lieu thereof references to "9" and
"5", respectively.
2. Except as set forth or amended herein, the Stockholders'
Agreement shall remain in full force and effect, without
waiver of or abridgment of any rights of any party, and
continue to bind the parties hereto.
3. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which taken
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment
No. 1 as of the date first above written.
XXXXXXXXX LIMITED PARTNERSHIP I
By: G.F. Management Corp.
s/Norton Xxxxxxxxx By s/Norton Xxxxxxxxx
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Norton Xxxxxxxxx
THE G/N XXXXXXXXX TRUST XXXXXXXXX LIMITED PARTNERSHIP II
By: G.F. Management Corp.
By s/Norton Xxxxxxxxx By s/Norton Xxxxxxxxx
------------------------- -----------------------------
Norton Xxxxxxxxx, Trustee
s/Xxxxx X. Failing, Jr.
---------------------------
Xxxxx X. Failing, Jr.
THE FAILING TRUST
By s/Xxxxx X. Failing
-------------------------
Xxxxx X. Failing
By s/Xxxxxxxxx X. Failing
-------------------------
Xxxxxxxxx X. Failing
s/Xxxxxxxxx X. Failing
---------------------------
Xxxxxxxxx X. Failing
