First Amendment to Plan and Agreement to Exchange Stock among Armitec, Inc., JRO Group, Inc., and JRO Shareholders

Summary

This amendment updates the original Plan and Agreement to Exchange Stock between Armitec, Inc., JRO Group, Inc., and the JRO Shareholders, Richard Orenstein and Jason K. Orenstein. It revises several sections, including terms for repayment of a $450,000 loan from Richard Orenstein to JRO, changes certain dates and reporting periods, and deletes or amends specific provisions of the original agreement. All other terms of the original agreement remain unchanged and in effect.

EX-1.2 3 g68374ex1-2.txt FIRST AMENDMENT TO PLAN & AGMT TO EXCHANGE STOCK 1 EXHIBIT 1.2 FIRST AMENDMENT TO PLAN AND AGREEMENT TO EXCHANGE STOCK This First Amendment To Plan And Agreement To Exchange Stock (this "Amendment") is made and entered into as of the 10th day of January, 2001, by and among ARMITEC, INC., a Delaware corporation ("Armitec"), JRO GROUP, INC., a Georgia corporation ("JRO), and RICHARD ORENSTEIN and JASON K. ORENSTEIN (collectively, the "JRO Shareholders"). WHEREAS, Armitec, JRO and the JRO Shareholders have previously entered into that certain Plan and Agreement to Exchange Stock dated as of the 12th day of December, 2000 (the "Agreement"); and WHEREAS, Armitec, JRO and the JRO Shareholders desire to amend the Agreement as set forth in this Amendment; and WHEREAS, capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Agreement. NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Section 4.03 of the Agreement is hereby replaced its entirety with the following: "SECTION 4.03. REPAYMENT OF LOANS TO JRO. Notwithstanding anything to the contrary in this Agreement and the Schedules hereto, Armitec hereby acknowledges that JRO has executed and delivered to Richard Orenstein a Promissory Note in the principal amount of Four Hundred Fifty Thousand Dollars ($450,000.00), payable in twenty-four (24) equal monthly installments and bearing interest at eight percent (8%) per annum, for the repayment of loans advanced to JRO by Richard Orenstein. The parties hereto further acknowledge and agree that the monthly installments under such Promissory Note shall commence thirty (30) days following the Closing Date." 2. Section 5.06 of the Agreement is hereby amended by replacing the words "eight months ended August 31, 2000" with "ten months ended October 31, 2000". 3. Section 5.11(a) of the Agreement is hereby deleted in its entirety. 2 4. Section 5.12 of the Agreement is hereby deleted in its entirety. 5. Section 5.16 of the Agreement is hereby amended by replacing the words "November 27, 2000" with "December 29, 2000." 6. Section 8.06 of the Agreement is hereby deleted in its entirety. 7. Section 9.06 of the Agreement is hereby deleted in its entirety. 8. Section 9.10 of the Agreement is hereby amended by replacing the words "Schedule 9.07" with "Schedule 9.10." 9. Section 9.11 of the Agreement is hereby deleted in its entirety. 10. Section 9.14 of the Agreement is hereby deleted in its entirety. 11. Section 12.12 is hereby amended by replacing the words "December 29, 2000" with "January 10, 2001." 12. Except as set forth in this Amendment, the Agreement shall remain unmodified and shall continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first written above. ARMITEC, INC. BY: -------------------------------------- Bruce R. Davis, President JRO GROUP, INC. BY: -------------------------------------- Richard Orenstein, President JRO GROUP, INC. SHAREHOLDERS ------------------------------------------ RICHARD ORENSTEIN ------------------------------------------ JASON K. ORENSTEIN