AMENDMENT
Amendment to Stock Purchase Agreement (the "Purchase Agreement") and
Stock Pledge Agreement (the "Pledge Agreement"), each dated as of April 27, 1999
among the Translation Group, Ltd. ("TTGL") and the former stockholders of Planet
Access Networks, Inc. ("PAN")
BACKGROUND
1. Pursuant to the Purchase Agreement and the Pledge Agreement, TTGL is
obligated, on or before September 15, 1999, to (x) make a deferred purchase
price payment of $900,000 to the PAN shareholders and (y) secure $4.0 million in
financing for TTGL and PAN (the "Financing Obligation").
2. The parties desire to extend the time period for completion of the
Financing Obligation, upon the terms and conditions hereof.
AGREEMENT
The parties hereto, intending to be legally bound, hereby agree as follows:
1. TTGL shall pay to the PAN shareholders, in accordance with their
former pro-rata ownership of PAN the aggregate sum of $900,000. This amount
shall be added to the liquidated damages in the event that TTGL does not
complete the Financing Obligation by March 15, 2000.
2. The time period in which TTGL may complete the Financing Obligation
shall be extended to March 15, 2000; provided that if TTGL has not raised at
least $2.0 million in financing by December 15, 1999, TTGL shall issue to the
PAN shareholders, in accordance with their former pro-rata ownership of PAN, an
aggregate 100,000 three-year options to purchase shares of TTGL's common stock,
with an exercise price equal to the fair market value of the TTGL Common Stock
on December 15, 1999. The options referred to in the preceeding sentence shall
vest immediately upon issuance.
3. Until the completion of the Financing Obligation, TTGL shall cause
PAN to operate in the ordinary course, consistant with past practice, except
that(i) PAN shall cooperate in any manner necessary to complete the Financing
Obligation; and (ii) TTGL and PAN will cooperate in connection with with joint
products and services contemplated by the TTGL's business plan. Without limiting
the forgoing, TTGL shall not, prior to completion of the Financing Obligation,
invade the assets of PAN.
4. In the event that TTGL fails to complete the Financing Obligation by
March 15, 2000; i) any amount outstanding and/or remaining under the $250,000
line of credit, including accrued interest thereon, in addition the $900,000
payment above, shall be considered liquidated damages; ii) PAN and TTGL shall
split profits, if any attributable, to joint projects by PAN and Purchaser
during the 2nd, 3rd and 4th quarters of 1999 and the first quarter of 2000, but
no later than May 14, 2000; and iii) PAN shall reserve sufficient capacity to
complete TTGL projects in progress at that time. For all work performed under
this section, PAN shall be compensated at its normal and customary retail rates.
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5. Except as otherwise provided herein, the Purchase Agreement and the
Pledge Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
September 2, 1999
THE TRANSLATION GROUP LTD
ATTEST:
By: By:/s/ John R. Toedtman
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John R. Toedtman
Chief Operating Officer
Witness: FRED LAPARO
/s/ Fred LaParo
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Witness: JEFFREY CARTWRIGHT
/s/ Jeffrey Cartwright
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Witness: BINH NGUYEN
/s/ Binh Nguyen
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Witness: PETER GRABOWSKY
/s/ Peter Grabowsky
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