EXHIBIT 17(b)
AMENDMENT NO 2 TO ACQUISITION AGREEMENT
Amendment No. 2, dated as of December 4, 1997 (the "Amendment") to the
Acquisition Agreement, dated as of September 10, 1997 (the "Agreement"), among
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Shalit") and Imatec, Ltd., a Delaware corporation with
offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("Imatec").
WHEREAS, on February 13, 1998, the Board of Directors of Imatec
unanimously agreed to terminate the Agreement; and
WHEREAS, Shalit also desires to terminate the Agreement;
NOW, THEREFORE, Imatec and Shalit agree as follows:
1. The Agreement shall be terminated effective December 4, 1997
pursuant to Section 4.03(a) thereof.
2. Miscellaneous. (a) This Amendment may be executed in any number of
counterparts, each of which shall be an original and all of which when taken
together shall constitute one agreement.
(b) This Amendment shall be governed by the laws of the State of New
York but without giving effect to applicable principles of conflicts of law to
the extent that the application of the laws of another jurisdiction would be
required thereby.
(c) The Agreement, as supplemented and amended by this Amendment and
all other amendments supplemental thereto, is in all respects ratified and
confirmed, and the Agreement, this Amendment and all amendments supplemental
thereto shall be read, taken and construed as one and the same instrument.
(d) In case any provision in this Amendment shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 2
to the Acquisition Agreement as of the date first written above.
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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IMATEC, LTD
By: /s/ ▇▇▇▇ Factor
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▇▇▇▇ Factor, Director
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