from 10QSB
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Amendment to Founders' Shareholder Agreement Amendment, Dated as of July 7, 1998, Among Mark Weinreb, Stanley Weinreb, Stanley S. Raphael, Jerry Rosner, Trade Consultants, Inc., Pension Fund and Big City Bagels, Inc. ("Company"). Whereas, Jerry Rosner ("Rosner") Is Transferring Certain Shares of Common Stock of the Company Owned by Him to Certain of the Other Parties to the Founders' Shareholder Agreement, Dated as of March 31, 1996, Among the Parties Hereto ("Founders' Shareholder Agreement"); and Whereas, the Parties Hereto Desire to Remove Rosner as a Party Thereto; It Is Agreed: 1. Effective as of the Date Hereof, Rosner Shall No Longer Be Considered a "Shareholder" Under the Founders' Shareholder Agreement and He Shall Have No Further Rights or Obligations Thereunder. 2. All Certificates Representing Shares of Common Stock of Company Held by Rosner Not Being Transferred to Other Parties Concurrently With the Execution of This Amendment Shall Have the Restrictive Legend Set Forth in Section 3(a) of the Founders' Shareholder Agreement Removed and the Company Shall Eliminate Any Stop Transfer Order Implemented Pursuant to Section 3(b) Thereof. 3. Except as Expressly Set Forth Herein, the Founders' Shareholder Agreement Shall Continue in Full Force and Effect With Respect to the Other Parties Thereto. 4. This Amendment May Be Executed in Two or More Counterparts, Each of Which Shall Be Deemed an Original, but All of Which Taken Together Shall Constitute but One Amendment. in Witness Whereof, the Undersigned Have Executed This Amendment as of the Day and Year First Above Written. Trade Consultants, Inc. Pension Fund /S/ Mark Weinreb /S/ Stanley S. Raphael By: Mark Weinreb Stanley S. Raphael, Trustee /S/ Stanley Weinreb Stanley Weinreb Big City Bagels, Inc. /S/ Stanley S. Raphael /S/ Mark Weinreb Stanley S. Raphael By: Mark Weinreb, Chairman /S/ Jerry Rosner Jerry Rosner <page>
