Exhibit 10.2
AMENDMENT TO
STOCK REDEMPTION AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into this 1st day of
October, 2001 by and between Glas-Aire Industries Group Ltd., a Nevada
corporation ("Glas-Aire") and Regency Affiliates, Inc., a Delaware corporation
and its wholly-owned subsidiary, ▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation
(jointly referred to herein as "Regency").
RECITALS
A. Regency and its wholly-owned subsidiary ▇▇▇▇▇.▇▇▇, Inc., are the record
owners of 1,215,105 shares of Glas-Aire's $0.01 par value common stock (the
"Glas-Aire Stock").
▇. ▇▇▇▇-Aire is the record owner of 4,040,375 shares of Regency's common
stock (the Regency Stock").
▇. ▇▇▇▇-Aire deems it to be in its best interests to redeem the Glas-Aire
Stock owned by Regency.
D. The Parties executed a Stock Redemption Agreement on September 17, 2001
but agreed not to close the transaction until October 1, 2001.
NOW, THEREFORE, in consideration of the Recitals, which shall be deemed to
be a substantive part of this Agreement, and the mutual covenants, promises,
agreements, representations and warranties of the parties hereto, the Parties
hereto do hereby covenant, promise, agree, represent and warrant as follows:
1. Paragraph 1.3 of the Stock Redemption Agreement dated September 17,
2001, is amended to read as follows:
1.3 Closing. The Closing shall take place on October 1, 2001, in the
offices of Regency Affiliates, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ at a time acceptable to the Parties. Payment of the
Cash Consideration shall be made via wire transfer pursuant to wire
transfer instructions provided Glas-Aire by Regency. Delivery of the stock
certificates shall be accomplished pursuant to the Parties' instructions.
IN WITNESS WHEREOF, the parties have executed, acknowledged, sealed, and
delivered this Agreement the day and year first hereinabove set forth.
ATTEST: REGENCY AFFILIATES, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Secretary President
ATTEST: ▇▇▇▇▇.▇▇▇, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Secretary President
ATTEST: GLAS-AIRE INDUSTRIES GROUP LTD.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, General Manager
Assistant Secretary and Chief Financial
Officer