EX-10.8



 





EXHIBIT 10.8




AMENDMENT NO. 1 TO



STOCK PURCHASE AGREEMENT




     THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (“Amendment”), dated August 23, 2007, is by
and between SOI Investors LLC, a Delaware limited liability company (“SOI Investors”) and
Carl Guidice (“Executive” and together with SOI Investors the “Parties”.)



     WHEREAS, under that certain Stock Purchase Agreement dated as of June 29, 2005, by and among
Regions Financial Corporation, Union Planters Bank, N.A., Strategic Outsourcing, Inc. and SOI
Investors (“Purchase Agreement”), SOI Investors had certain rights to purchase shares of common and
preferred stock of SOI Holdings, Inc. (“Holdings”);



     WHEREAS, the Parties entered into a Stock Purchase Agreement (the “Agreement”), dated
August 3, 2005 (“Effective Date”) under which SOI Investors assigned to Executive the
right, under the Purchase Agreement, to purchase certain shares of common and preferred stock of
Holdings;



     WHEREAS, under the Agreement, the Parties intended to reference that Executive purchased the
Company Common Shares and the Company Preferred Shares from SOI Investors, and that, at the
direction of SOI Investors, Regions transferred the Company Common Shares and the Company Preferred
Shares to Executive;



     WHEREAS, the Parties desire to amend the Agreement as set forth in this Amendment to correct
certain typographical errors in connection with (i) the named parties to the Agreement, (ii) the
amounts of Company Common Shares and the Company Preferred Shares purchased by Executive, and (iii)
the Company Common Initial Value and the Company Preferred Initial Value; and



     WHEREAS, the Parties to the Purchase Agreement desire that the amendments set forth herein be
effective as of the Effective Date.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and provisions set
forth in this Amendment, and the parties hereto agree as follows:



     1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have
the meanings set forth in the Agreement.



     2. Amendments.



          (a) The first paragraph of the Agreement is hereby deleted in its entirety, and replaced by
the following:





     “This STOCK PURCHASE AGREEMENT (this “Agreement”), is entered into as
of this 3rd day of August, 2005, by and between SOI Investors LLC, a



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Delaware limited liability company (“SOI Investors”) and Carl Guidice (the
“Executive”).”



          (b) Section 2 of the Agreement is hereby deleted in its entirety, and replaced by the
following:





     “2. Purchase of Shares. Subject to the terms and conditions set forth
in this Agreement, SOI Investors, pursuant to its rights under the Purchase
Agreement, assigns to Executive the right to purchase, effective as of the date
hereof, 13,500 shares of the Company Common Stock (the “Company Common
Shares”) for an aggregate purchase price of $9,990.00 (the “Company Common
Initial Value”) and 13,500 shares of the Company Preferred Stock (the
“Company Preferred Shares”) for an aggregate purchase price of $989,955.00
(the “Company Preferred Initial Value”). The Company Common Shares and the
Company Preferred Shares are sometimes referred to herein as the “Shares,”
and the Company Common Initial Value and the Company Preferred Initial Value are
sometime referred to herein and the “Initial Values.”



     3. Except as amended hereby, the Agreement is hereby ratified and confirmed and shall remain
in full force and effect.



     4. Entire Agreement. This Amendment shall constitute the full and complete
understanding and agreement of the Parties with respect to amending the Agreement. All prior
representations and understandings concerning the subject matter hereof, are merged herein and are
superseded by this Amendment.



     5. Governing Law. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to conflict of laws.



     6. Counterparts. This Amendment may be executed in separate counterparts, each of
which is deemed to be an original and all of which taken together shall constitute one and the same
instrument.



[Remainder of Page Left Blank Intentionally]




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     IN WITNESS WHEREOF, the parties have executed or caused this Amendment to be executed as of
the Effective Date.



	 	 	 	 	 
	 	SOI INVESTORS



SOI INVESTORS LLC

 	 
	 	By:  	/s/ Marc A. Utay 	 
	 	Name: 	Marc A. Utay 	 
	 	Title: 	President  	 	 
	 
	 	EXECUTIVE

 	 
	 	/s/ Carl Guidice 	 
	 	Carl Guidice	 




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