AMENDMENT NO. 1
TO
ASSET PURCHASE AGREEMENT
PEABODYS COFFEE, INC., a Nevada corporation ("Peabodys"), and ARROSTO
COFFEE COMPANY, LLC, a California limited liability Company ("Arrosto"),
effective as of September 1, 2000, agree as follows:
1. BACKGROUND AND PURPOSE. The parties have entered into an Asset Purchase
Agreement, dated June 19, 2000 ("Asset Purchase Agreement"). The parties now
desire to amend the Asset Purchase Agreement as set forth below. Except as
otherwise set forth or as otherwise required by context, capitalized terms shall
have the meanings set forth in the Asset Purchase Agreement.
2. AMENDMENT. The following sections are amended as set forth below. Any
provision of the Asset Purchase Agreement which is not amended hereby shall
remain in full force and effect as set forth in the Asset Purchase Agreement.
(a) Section 3.2 shall be amended to read as follows:
3.2. PURCHASE OF SHARES. As further inducement for Peabodys to enter
into this Agreement, Arrosto, or other parties as designated by
Arrosto, and Peabodys shall enter into a subscription agreement,
substantially in the form attached hereto as Exhibit A ("Subscription
Agreement"), as amended, pursuant to which Arrosto (or its assignees)
shall purchase from Peabodys, and Peabodys shall issue to Arrosto (or
its assignees), Five Hundred and Fifty Thousand (550,000) shares of
Peabodys' common stock ("Shares"). The Shares shall be purchased for
Twenty Cents ($0.20) per Share, for a total purchase price of One
Hundred and Ten Thousand Dollars ($110,000.00).
(b) Section 9.1(c) shall be amended to read as follows:
9.1. ARROSTO'S OBLIGATIONS AT CLOSING. At the closing, Arrosto shall
deliver or cause to be delivered to Peabodys: . . .
(c) Arrosto or its assigns shall deliver One Hundred and Ten
Thousand Dollars ($110,000.00) as consideration for the Shares
described in Section 3.2, to be wire transferred into an account
designated by Peabodys, in accordance with instructions to be supplied
by Peabodys, all in accordance with the Subscription Agreement.
(c) Section 9.2(a) shall be amended to read as follows:
9.2. PEABODYS' OBLIGATIONS AT CLOSING. At the Closing or as soon as
practicable thereafter, Peabodys shall deliver the following:
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(a) A share certificate(s) representing the Five Hundred and
Fifty Thousand (550,000) Shares made in the name of Arrosto (or its
assignees) which shall be delivered to Arrosto (or its assignees) in
connection with the Subscription Agreement(s).
ARROSTO COFFEE COMPANY, LLC,
A California Limited Liability Company
By:_____________________________________
(Xxx Xxxxx, Member/Manager)
PEABODYS COFFEE, INC.
a Nevada Corporation
By:_____________________________________
(Xxxx X.Xxxxxxx, President)
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