SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (the "Amendment") is entered into
as of November 7, 1996, by and among HARLYN PRODUCTS, INC., a California corporation ("Seller"),
HARLYN INTERNATIONAL COMPANY, LTD., a private Thailand limited company ("Company"), and
THE L.L. KNICKERBOCKER CO., INC., a California corporation ("Buyer").
R E C I T A L S :
A. Seller, Company and Buyer are parties to that certain Stock Purchase Agreement dated as of September 30,
1996, as amended by that certain First Amendment to Stock Purchase Agreement dated as of October 15, 1996
(as amended, the "Purchase Agreement").
B. Seller, Company and Buyer desire to amend the Purchase Agreement in the manner set forth herein.
A G R E E M E N T :
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Unless otherwise specified, capitalized terms used herein shall have the meaning assigned to such terms in the
2. The parties hereto hereby agree that the Purchase Agreement is hereby amended to replace all references to
"Harlyn International" with "Harlyn International Company, Ltd."
3. The parties hereto hereby agree to substitute all references to "Financial Statements" contained in the Purchase
Agreement with "Special Purpose Financial Statement", defined in its entirety to read as follows:
"Special Purpose Financial Statement shall mean the balance sheet for the Company as of, and for the year
ended, June 30, 1996, together with the notes thereto and the pro-forma balance sheet of the Company as
prepared by the directors of the Company, which was audited and reported on by Deloitte Touche Tohmatsu,
adjusted in the manner discussed in Section 2.2 hereof."
4. The parties hereto hereby agree that the definition of "Settlement Date" contain