FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
BETWEEN
SOUTHWESTERN SERVICES, INC., AS SELLER
AND
RELIABLE-WEST TECH, INC., AS PURCHASER
THIS FIRST AMENDMENT (the "Amendment") entered into as of the 21st day
of April, 2000, between SOUTHWESTERN SERVICES, INC., t/a S.P.M. CORP, a
corporation organized under the laws of Virginia ("Seller"), and RELIABLE-WEST
TECH, INC., a Delaware corporation ("Purchaser").
WITNESSETH:
WHEREAS, the parties hereto have entered into that certain Asset
purchase Agreement dated as of March 31, 2000 (the "Agreement"); and
WHEREAS, the parties wish to amend the Agreement as hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants, agreements and warranties herein contained, the parties agree
as follows:
1. Section 1.2 (h) of the Agreement, relating to Purchased Inventory, is hereby
deleted in its entirety.
2. Section 3.1 is hereby modified to provide as follows:
"3.1 Purchase Price. The purchase price for the Purchased Assets shall be equal
to the sum of One Million Three Hundred Thousand Dollars ($1,300,000) ( the
"Base Purchase Price") plus the "Future Sales Amounts", as defined in Section
3.3, plus the face value of the Accounts Receivable."
3. Section 3.3 of the Agreement is hereby modified to provide as follows:
"3.3 Payment of Accounts Receivable. At the Closing, Purchaser shall pay the
face value of the Accounts Receivable in immediately available funds."
4. Except as herein modified, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this First Amendment on the date
first above written.
SELLER:
SOUTHWESTERN SERVICES, INC.
By:_______________________________
Its:
PURCHASER:
RELIABLE-WEST TECH, INC.
By:_______________________________
XXXXXX XXXXXXX
Its: President
