EXHIBIT (e)(3)
MODIFICATION AGREEMENT
This Agreement is made as of the 25th day of January, 2000,
by and between Cucos, Inc. (the "Company") and Jacksonville
Restaurant Acquisition Corp. ("JRAC").
WHEREAS, Company and JRAC are parties to an Agreement dated
December, 1999 (the "December Agreement"), relating to the
acquisition by JRAC of preferred stock in Company and a possible
rights offering whereby JRAC could, at its opinion, acquire 51%
of the issued and outstanding shares of stock in Company, and
WHEREAS, pursuant to Article I thereof, JRAC has paid for
and acquired 300,000 shares of convertible preferred stock for a
price of $1.00 per share, and
WHEREAS, Company is in need of an immediate infusion of
additional capital, and JRAC is willing to infuse such capital on
certain conditions, and
NOW, THEREFORE, in consideration of their mutual covenants
and promises contained herein, the parties agree as follows:
1. Sale of Preferred Stock Pursuant to December Agreement
Completed.
Company acknowledges that JRAC has performed its obligations
to purchase 300,000 shares of convertible preferred stock in
Company pursuant to Article I of the December Agreement. All
references in this Agreement to "preferred stock" shall mean
"convertible preferred stock".
2. Due Diligence Review.
The Expiration Date for JRAC's due diligence pursuant to the
December Agreement shall be extended to April 30, 2000. In
addition to the due diligence, JRAC will, by said date, complete
its financing plan at least to the extent sufficient to complete
the acquisition of at least 51% of Company stock and will present
same to the Board for informational purposes. If JRAC does not
complete both by said date, JRAC may cancel this Agreement by
giving written notice to Company.
3. Additional Capital.
a) Within two business days from the effective date of
this Agreement, JRAC will purchase 100,000 shares of preferred
stock in Company at a price of $1.00 per share. Company will
make all filings necessary to authorize the transaction and will
deliver said shares as soon as practicable thereafter.
b) Company agrees that the aforesaid $100,000 will be
used to pay current and back rent, if any, at Company's
restaurants.
4. Management of the Company Prior to Completion of
Acquisition.
a) The parties acknowledge that Calvin Cox, in lieu of
Dennis Grinn, presently serves as a director pursuant to
paragraph 4.01 of the December Agreement.
5. Reaffirmation of December Agreement.
Except as expressly modified by this Agreement, the parties
hereby reaffirm the terms and conditions of the December
Agreement.
CUCOS INC.
By: /s/ Frank J. Ferrara, Jr.
Frank J. Ferrara, Jr.
Chairman of the Board
JACKSONVILLE RESTAURANT ACQUISITION CORP.
By: /s/James W. Osborn
James W. Osborn
President
