1
Exhibit 2.3
AMENDMENT NO. 1 TO STOCK PURCHASE AND NON-COMPETE AGREEMENT
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AND NON-COMPETE AGREEMENT (this
"Amendment") among Brian Berger, an individual residing at 1255 Flagstone
Square, Westerville, Ohio 43081 ("Berger"), Cable Link, Inc., an Ohio
corporation ("CLI" and collectively with Berger, "Buyers"), PC & Parts, Inc., an
Ohio corporation (the "Company") and those person whose names, addresses and
shareholdings appear on Annex A attached hereto ("Sellers").
WHEREAS, the parties hereto entered into a Stock Purchase and Non
Compete Agreement dated as of May 18,1998 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement.
NOW THEREFORE, the parties do hereby agree as follows:
1. Agreement on Closing Balance Sheet. The parties hereto agree on the
final adjustments to the Closing Balance Sheet and as a result, the purchase
price is reduced from $820,000 to $470,000. The parties hereto also agree on the
following:
1.1. The $350,000 overpayment made by CLI to the Sellers shall
be repaid as follows: (a) $100,000 by the payment to CLI of the amount placed in
escrow; (b) $120,000 by the delivery to CLI of the initial Note for cancellation
(no interest on which has been paid); (c) $80,000 by the delivery to CLI of a
bank or cashier's check payable to the order of CLI, (CLI acknowledges receipt
of the items set forth in (a), (b) and (c) above) and (d) $50,000 by the pro
rats reduction in t. 20 non-compete payments due under Section 6.5 of the
Agreement so on and after October 1, 1998 the monthly payment to each of John
and James Miao will be reduced from $4,166.17 to $2,916.67. Any interest due on
such overpayment is hereby waived.
1.2. Each of the Sellers hereby acquits, releases and forever
discharges the Buyers from all, and in all manner of, actions and causes of
action, suits, debts, claims and demands whatsoever, in law or in equity,
contingent or fixed, known or unknown, which such Seller ever had, may now have
or may hereafter have with respect to any breach by the Buyers of the Agreement;
1.2.1. Except the Buyers shall retain liability as
provided therein for the following: Section 3.3.2, Article IV [but only as it
relates to Sections 3.3.2, 5.2, 5.4, 5.6 and 6.5, as amended herein], and
Sections 5.2, 5.4, 5.6 and 6.5, as amended herein.
1.3. Each of the Buyers hereby acquits, releases and forever
discharges the Sellers from all, and in all manner of, actions and causes of
action, suits, debts, claims and demands whatsoever, in law or in equity,
contingent or fixed, known or unknown, which such Buyer ever had, may now have
or may hereafter have with respect to any breach by the Sellers of the
Agreement;
1
2
1.3.1 Except the Sellers shall retain liability as
provided therein for the following: Section 2.2, Article IV [but only as it
relates to Sections 2.2, 5.4, 5.5 and Article VI], and Sections 5.4, and 5.5 and
Article VI.
2. Ratification. In all other respects, the Agreement, as herein
amended, is herein ratified and affirmed.
IN WITNESS WHEREOF, this Amendment has been duly executed as of
September ____, 1998.
/s/ Brian Berger
-----------------------------------------
Brian Berger
CABLE LINK, INC.
By: /s/ Bob Binsky
------------------------------------
Bob Binsky, Chairman of the Board
PC & PARTS, INC.
By: /s/ John Miao
------------------------------------
Name: John Miao
Its: President
/s/ James Miao
-----------------------------------------
JAMES MIAO
/s/ John Miao
-----------------------------------------
JOHN MIAO
Richard Chu, Cheng Chen Hsiu,
Peter D. Lee, Wendy Lee,
Joseph M. Breneman,
Gregory M. Layer and Steve Selby
By: /s/ Xxxxx Xxxxxx
------------------------------------
Attorney in fact
2