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EXHIBIT (d)(1)
AMENDMENT NO. 1 TO SHAREHOLDERS' AGREEMENT
This Amendment No. 1 to the Shareholders' Agreement (this "Amendment")
is entered into as of September 12, 2000 by and among MotorVac Technologies,
Inc., a Delaware corporation (the "Company"), Erin Mills International
Investment Corporation ("Erin Mills") and the directors and executive officers
of the Company as listed on Schedule A attached hereto ("Management"), and
amends the Shareholders' Agreement by and among the abovementioned parties dated
as of July 31, 2000 (the "Agreement").
Pursuant to Section 12.6 of the Agreement, the Company, Erin Mills and
Management hereby enter into this Amendment as follows:
A. Section 5 of the Agreement is hereby amended by adding at the end of
such Section, after Section 5.3, the following as new Section 5.4:
"5.4 Spouses' Consent. Any Shareholder married at the time of execution
of the Agreement shall cause his spouse to execute the Spouse's Consent to the
Agreement, in the form of Schedule B attached hereto."
B. Section 10 of the Agreement is stricken in its entirety and restated
to read as follows:
"10. Effectiveness. This Agreement shall become effective ninety (90)
days after the date of execution."
C. Schedule B to the Agreement is hereby added to read as follows:
"CONSENT OF SPOUSE
I, __________, spouse of ___________, approve the foregoing
Shareholders' Agreement, as amended. In consideration of granting of the right
to my spouse to purchase and sell shares of Common Stock of MotorVac
Technologies, Inc. as set forth in the Agreement, I hereby appoint my spouse as
my attorney-in-fact in respect to the exercise of any rights under the Agreement
and agree to be bound by the provisions of the Agreement insofar as I may have
any rights in said Agreement or any shares issued pursuant thereto under the
community property laws of the State of California or similar laws relating to
marital property in effect in the state of our residence as of the date of the
signing of the foregoing Agreement.
I am aware that the legal, financial and related matters contained in
the Agreement are complex, and that I am free to seek independent guidance or
counsel with respect to this Consent. I have either sought such guidance or
counsel or determined after reviewing the Agreement carefully that I waive such
right."
Date: , 2000
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D. The Agreement, as so amended, is in all respects ratified and
confirmed.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1
to the Shareholders' Agreement as of the date first above written.
"Company"
MOTORVAC TECHNOLOGIES, INC.
By
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ERIN MILLS INTERNATIONAL
INVESTMENT CORPORATION
By
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Lee Melody, Shareholder
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David Nelson, Shareholder
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Michael Arkell, Shareholder
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John (Jack) Rome, Shareholder
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Romy Laxamana, Shareholder
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Stephen Greaves, Director
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Ronald Monark, Director
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Gerald Quinn, Director
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A.J. "Rudy" Wolf, Director
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Lee Melody, Director
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SCHEDULE A
Schedule of Management
Executive Officers Lee Melody
David Nelson
Michael Arkell
John Rome
Romy Laxamana
Directors Stephen Greaves
Ronald Monark
Gerald Quinn
A.J. "Rudy" Wolf
Lee Melody
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