<PAGE> 1
Exhibit 10.2
FIRST AMENDMENT OF STOCKHOLDER'S AGREEMENT
WHEREAS there is an existing Stockholder's Agreement ("Agreement") dated
January 23, 1992, among ANTHONY J. FRISCIA ("FRISCIA"), ROBERT M. SALTZ
("SALTZ"), JAMES E. HEATON ("HEATON"), BRUCE M. RICHARDSON ("RICHARDSON") and
JOHN R. SERAFINI, JR. ("SERAFINI") as stockholders, and ADVANCED MANUFACTURING
RESEARCH, INC. (the "CORPORATION") a copy of which Agreement is attached hereto;
and,
WHEREAS the Board of Directors of this corporation has authorized the
transfer of Eight Percent (8%), representing Eighty Thousand (80,000) shares of
the outstanding capital stock of this Corporation, held by SERAFINI, to THEODORE
B. RYBECK ("RYBECK"), of 111 Magazine Street, Apt. 2, Cambridge, MA. 02139, so
that thereafter Friscia will own Twenty-five Percent (25%), Saltz will own
Twenty-five Percent (25%), Serafini will own Fifteen percent (15%), Richardson
will own Five Percent (5%) (the corporation having previously re-acquired Five
Percent (5%) from Richardson of his original Ten Percent (10%)) and Heaton will
own Twelve Percent (12%) of such stock against which certain options to
employees have been granted, there being only one class of common stock
outstanding; and,
WHEREAS it is a condition to the transfer of the shares to Rybeck that he
become a signatory to the Stockholder's Agreement as amended by this First
Amendment, so as to be bound by the same terms and conditions applicable to all
other stockholders, which condition Rybeck is willing to meet.
NOW, THEREFORE, the parties agree:
1. To amend the Stockholders Agreement to include Rybeck among the
stockholders of this corporation in the percentages noted above.
2. Rybeck will be bound by the same terms and conditions of the
Stockholder's Agreement as so amended.
3. A revised Schedule A to the original Stockholders Agreement shall be
substituted for original Schedule A thereof to reflect the new ownership
positions and to reflect the effects of a 99 for 1 stock dividend ratified by
the stockholders at the last Annual Meeting on February 18, 1992.
4. The parties, including Rybeck, acknowledge that they have received
independent legal advice before signing this document and Serafini, Serafini and
Darling has rendered legal advice only to the Corporation.
5. Except as modified by this document, the terms of the original
Stockholder's Agreement remain in full force and effect.
<PAGE> 2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Stockholder's Agreement this 14 day of June, 1993.
/s/ ANTHONY J. FRISCIA
------------------------------------
ANTHONY J. FRISCIA, STOCKHOLDER
/s/ ROBERT M. SALTZ
------------------------------------
ROBERT M. SALTZ, STOCKHOLDER
/s/ JAMES E. HEATON
------------------------------------
JAMES E. HEATON, STOCKHOLDER
/s/ BRUCE M. RICHARDSON
------------------------------------
BRUCE M. RICHARDSON, STOCKHOLDER
/s/ JOHN R. SERAFINI, JR.
------------------------------------
JOHN R. SERAFINI, JR., STOCKHOLDER
/s/ THEODORE B. RYBECK
------------------------------------
THEODORE B. RYBECK, STOCKHOLDER
ADVANCED MANUFACTURING RESEARCH, INC.
By: /s/ ANTHONY J. FRISCIA
--------------------------------
ANTHONY J. FRISCIA, PRESIDENT
2
<PAGE> 3
SCHEDULE A
<TABLE>
<CAPTION>
PERCENTAGE INITIAL CAPITAL NUMBER
NAME OWNERSHIP CONTRIBUTION OF SHARES
---- --------- ------------ ---------
<S> <C> <C> <C>
ANTHONY J. FRISCIA 25 0 250,000
ROBERT M. SALTZ 25 0 250,000
JOHN R. SERAFINI, JR. 15 $50,000 150,000
BRUCE M. RICHARDSON 5 0 50,000
JAMES E. HEATON 10 0 100,000
THEODORE B. RYBECK 8 $80,000 80,000
TREASURY* 12 0 120,000
</TABLE>
*(subject in part to existing employee options)
