SHAREHOLDERS’ AGREEMENT









Exhibit 4.24




AMENDMENT

NO. 1




TO




 SHAREHOLDERS AGREEMENT




 




 




 




                This Amendment No. 1 dated June 21, 2000

(“Amendment”) amends the Shareholders Agreement, dated February 18, 2000

(“Agreement”), by and among EpicEdge, a Texas corporation (the “Company”), Carl

Rose, Charles Leaver, Jeff Sexton and Kelly Knake, Edgewater Private Equity

Fund III, L.P., Aspen Finance Investors I, LLC, Fleck T.I.M.E. Fund LP, Fleck

Family Partnership II, LP, LJH Partners LP, Wain Investment, LLC, Gerald C.

Allen, and John Paul DiJoria, (collectively, the “Shareholders”).




 




WITNESSETH:




 




                WHEREAS, on February 18, 2000, the Company and the

Shareholders entered into the Agreement: and,




 




                WHEREAS, the Shareholders and the Company consider it

to be in the best interest of the Company, its business and the Shareholders

that this Amendment amends the Agreement.




 




                NOW, THEREFORE, in consideration of the mutual

promises, covenants and conditions herein contained, and for other good and

valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, the parties hereto covenant and agree as follows:




 




1.             The Shareholders and the Company

hereby agree that Section 2.1(c) is hereby amended in its entirely as follows:




 




“Permitted

Transfers” means (i) the sale of up to 3,000,000 shares of Principal Common

Stock in the aggregate owned by Carl Rose as follows:




 




 (a)  1,000,000 shares of Principal Common Stock to Jeff Sexton,




 (b)  1,000,000 shares of Principal Common Stock to Charles Leaver, and




 (c)  1,000,000 shares of Principal Common Stock to Growth Stocks, Inc;




 




and (ii) the sale

of up to 50,000 shares of Principal Common Stock in the aggregate owned by each

Jeff Sexton, Charles Leaver and Kelly Knake.




 




2.             The Shareholders and the Company hereby agree that

Section 2.2 is hereby amended to add the following sentences following the last

sentence of Section 2.2:




 





























 




“Upon a Permitted

Transfer, the Company shall cause to be executed and delivered to the Permitted

Transferee a certificate or certificates representing the aggregate number of

Shares transferred to such Permitted Transferee, which such certificates shall

have imprinted thereon a legend as set forth in Section 4.1 thereto.  Notwithstanding the foregoing, however, a

Transfer shall not be deemed to be a Permitted Transfer unless the Transferee

of the Shares expressly assumes, in writing, all of the obligations of a

Shareholder under this Agreement pursuant to the form of Shareholder Assent

attached hereto as Exhibit A. 

Furthermore, in the event a Permitted Transferee is already a party to

this Agreement, the Shares transferred to such Permitted Transferee shall

remain subject to the terms and conditions as set forth herein.”




 




3.             Defined terms not otherwise defined herein have the same

definition as set forth in the Agreement.




 




4.             Except for Sections

2.1(c) and 2.2 which have been amended as set forth herein, all remaining

provisions of the Agreement remain in full force and effect.




 




5.             This Amendment may

be executed in one or more counterparts (including by means of separate signature

pages, which may be attached hereto) by one or more of the parties, each of

which shall be deemed an original, and all of said counterparts (and signatures

pages) shall be deemed to constitute or be part of one and the same instrument.  One or more counterparts of this Amendment

may be delivered by facsimile, with the intention that delivery by such means

shall have the same effect as delivery of an original counterpart thereof.




 




 




 




 




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2





























 




SHAREHOLDERS’ AGREEMENT SIGNATURE PAGE




 




                IN WITNESS WHEREOF, the Company and each of the

Shareholders have signed this Agreement, all on the day and year first above

written.




 




 




	

  EPICEDGE,

  INC.


  	

   


  	

   


  	

  LJH

  PARTNERS LP, a

  Delaware


  
	

  a Texas Corporation


  	

   


  	

   


  	

  Limited Partnership


  
	

  By:


  	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

  Charles Leaver, President


  	

   


  	

  Its:


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  EDGEWATER

  PRIVATE EQUITY FUND III, L.P.


  	

   


  	

  WAIN

  INVESTMENT, LLC,

  an Ohio Limited Liability Company


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

  Edgewater

  III Management, L.P.


  	

   


  	

  By:


  	

   


  
	

  Its:


  	

  General Partner


  	

   


  	

  Its:


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  By:  


  	

  Gordon

  Management, Inc.


  	

   


  	

  Gerald C. Allen


  
	

  Its:


  	

  General Partner


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

  John Paul DiJoria


  
	

  Its:


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  ASPEN

  FINANCE INVESTORS I, LLC, a Colorado Limited Liability Company


  	

   


  	

  Carl Rose


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  
	

  Its: 


  	

  Manager


  	

   


  	

  Charles Leaver


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  FLECK

  T.I.M.E. FUND, LP,

  a Connecticut Limited Partnership


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  Jeff Sexton


  
	

  By:


  	

   


  	

   


  	

   


  	

   


  
	

  Its: 


  	

  Managing Partner


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  Kelly Knake


  
	

  FLECK

  FAMILY PARTNERSHIP II, LP, a Florida Limited Partnership


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  	

   


  
	

  Its: 


  	

  Managing Partner


  	

   


  	

   


  	

   


  





 




 




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