ENVIROMETRICS INC /DE/
8-K, EX-1.2, 2000-08-04
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                 FIRST AMENDMENT TO AGREEMENT to Exchange Stock

The Catapult Group, Inc., a Georgia corporation  ("Catapult") with its principal
place of business in Norcross, GA, the shareholders of Catapult, all of whom are
signatories   hereto   (collectively,   the   "Catapult   Shareholders"),    and
Envirometrics, Inc., a Delaware corporation ("EVRM") with its principal place of
business in  Charleston,  SC.  hereby  agree to amend the Plan and  Agreement to
Exchange  Stock (the  "Agreement")  executed by them as of February  16, 2000 in
accordance with Section 12.8 thereof in the following respect:


Section 2.3 thereof is hereby amended to read as follows:

Section 2.3 The Closing.

The "Closing" shall mean the consummation of the exchange of EVRM Shares and the
Catapult  Shares,  as set forth in  Sections  2.1 and 2.2 above,  as well as the
consummation of any other  transactions which are contemplated by this Agreement
to occur at  Closing.  Closing  shall take place no later May 31, 2000 or within
Five (5) days  following  the date upon  which all of the  conditions  precedent
contained in Articles 8 and 9 of this Agreement  have  occurred,  at 10:00 a.m.,
local time, at 3475 Lenox Rd. NE, Suite 995, Atlanta, GA 30326, or at such other
time and  place  as the  parties  may  agree in  writing.  The date the  Closing
actually occurs is the "Closing Date."

All of the other provisions of the Agreement shall remain the same.

IN WITNESS  WHEREOF the parties have executed this  Amendment as of the 29th day
of March, 2000.


Attest:                           Envirometrics, Inc.

_________________________         By: ________________________________
Title:                            Walter H. Elliott III, Chief Executive Officer
[SEAL]

Attest:                           The Catapult Group, Inc.

_________________________         By: ________________________________
Title:                            Bryan M. Johns, Chief Executive Officer
[SEAL]
                                  The Catapult Shareholders:

                                  ___________________________________
__________________________________Bryan M. Johns
Witness
                                  ___________________________________
__________________________________Robert Y. Duke
Witness
                      Anguilla Equity Partners, Inc.
Attest:

                      By: ________________________________, Authorized Signatory
_________________________
Title:                Cambridge Capital Group, Inc..
[SEAL]
Attest:               By: ________________________________, Authorized Signatory

______________________Cambridge Investments, Ltd.
Title:
[SEAL]                By: ________________________________, Authorized Signatory
Attest:
                      Osprey Investments, Ltd..
_________________________
Title:                By: ________________________________, Authorized Signatory
[SEAL]
Attest:               Stonehedge Investments, LLC.

______________________By: ________________________________, Authorized Signatory
Title:
[SEAL]
Attest:

_________________________
Title:
[SEAL]


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