Amend No. 1 To Credit/Indemnification Agreement

Exhibit 10.25


AMENDMENT NO. 1 TO CREDIT AGREEMENT
AND
INDEMNIFICATION AGREEMENT


THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT AND INDEMNIFICATION AGREEMENT ("Agreement") is made as of the 30 day of May, 1997 by and between SOUTHHAMPTON ENTERPRISES CORP., a British Columbia corporation ("SEC"), and SOUTHHAMPTON ENTERPRISES INC., a Texas corporation ("SEI"; and SEC and SEI collectively, "SOUTHHAMPTON"), THE ANTIGUA GROUP, INC. ("ANTIGUA") and IMPERIAL BANK ("IMPERIAL").


RECITALS


Through letters dated April 25, 1997 and May 2, 1997 from counsel to Kaufman Bros., L.P. ("KAUFMAN") to counsel for IMPERIAL, IMPERIAL has been notified by KAUFMAN that: (a) KAUFMAN and SOUTHHAMPTON entered into a Placement Agent Agreement dated September 24, 1996 ("PLACEMENT AGREEMENT"); (b) KAUFMAN has demanded that SOUTHHAMPTON pay to KAUFMAN certain monies which KAUFMAN claims are due pursuant to the terms of the PLACEMENT AGREEMENT; (c) KAUFMAN claims that it is entitled to receive payment directly from funds being provided to SOUTHHAMPTON or ANTIGUA in connection with the financing being provided regarding the acquisition of the stock of ANTIGUA by SEI ("ACQUISITION"); and (d) KAUFMAN has taken the position that any distribution of funds at the closing of the financing for the ACQUISITION without the payment of the sums claimed to be owed to KAUFMAN shall be a breach of the PLACEMENT AGREEMENT and KAUFMAN will attempt to hold any party which it deems to have acted in concert with SOUTHHAMPTON in not paying the sums claimed to be owed to KAUFMAN liable to KAUFMAN.


SOUTHHAMPTON has informed IMPERIAL that SOUTHHAMPTON has no liability to KAUFMAN under the PLACEMENT AGREEMENT and owes no sums to KAUFMAN in connection with the financing being provided for the ACQUISITION. IMPERIAL has required that the execution of a final settlement agreement binding upon KAUFMAN and satisfactory to IMPERIAL ("FINAL SETTLEMENT") is a condition to IMPERIAL pro ...