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EXHIBIT 10.3
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
M&L International Group, LLC, M&L Hong Kong, Ltd. and Amerex (USA)
Inc. (collectively, "Buyer") and M&L International, Inc. and M&L International
(H.K.) Limited, (collectively, "Seller") agree to the following amendments to
the Asset Purchase Agreement dated February 5, 1999 (the "Asset Purchase
Agreement").
Section 8.3 of Asset Purchase Agreement is hereby amended in its
entirety by deleting the entire text thereof and substituting therefore the
following:
Section 8.3 Collection of Sellers' Accounts Receivable.
(a) After the Closing and during the
"Collection Period" (as defined below), Buyer hereby agrees
to collect Sellers' accounts receivable existing as of the
close of business on the day prior to the Closing Date
("Sellers' Receivables") and Sellers hereby appoint Buyer as
their agent for the purpose of collecting Sellers'
Receivables. Sellers shall deliver to Buyer the Books and
Records pertaining to Sellers' Receivables for Buyer's use in
collecting Sellers' Receivables as agent for Sellers. Buyer
shall use its best efforts to effectuate collection of
Sellers' Receivables. All collections of Sellers' Receivables
shall be remitted to the lock box at Chase Manhattan Bank (
Acct. No. 91027555429) (the "Lock Box") previously maintained
by Sellers prior to the Closing. Buyer shall not direct the
payment of any of Sellers' Receivables to any address other
than the Lock Box. Buyer shall not settle or compromise any
of Sellers' Receivables without Sellers' prior written
approval. Except for paying to Sellers the proceeds collected
in respect of Sellers' Receivables, and except for Buyer's
wilful misconduct or gross negligence, Buyer shall have no
liability to Sellers whatsoever in connection with the
collection of Sellers' Receivables.
(b) As compensation for its services as
collection agent of Sellers' Receivables pursuant to this
Section 8.3, Buyer shall be paid a fee equal to one and
one-quarter percent (1-1/4%) of Sellers' Receivables
collected by Buyer (the "Collection
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Fee"). Buyer shall pay to Sellers each week any proceeds
collected by Buyer in respect of Sellers' Receivable and also
remit to Sellers on a weekly basis a statement and accounting
of the amounts collected with respect to Sellers' Receivables
and, the Collection Fee applicable to such receivables.
Sellers shall remit payment to Buyer for the Collection Fee
within 15 days of its receipt of such statement. Buyer and
Sellers shall cooperate in good faith to reconcile payments
against Receivables and to prepare weekly reconciliations.
(c) The "Collection Period" shall mean the
period commencing immediately after the Closing and ending on
the earlier of (i) four (4) months after the Closing Date or
(ii) the date on which uncollected Sellers' Receivable are
equal to $250,000 or less or (iii) such earlier date as is
designated by Sellers in writing. After the Collection
Period, Sellers may effect collection of any Sellers'
Receivables remaining unpaid, provided Sellers effect such
collections in a manner consistent with Buyer's collection
practices and, provided further, that Sellers shall take no
action with respect to such collections that materially
adversely affect Buyers' relationship with any customer,
provided however that nothing contained herein shall preclude
Sellers from taking customary collection activities
(including litigation) to collect its accounts receivable.
After the Collection Period, Buyer shall transfer to Sellers
the Books and Records pertaining to uncollected Sellers'
Receivables and Sellers shall have reasonable telephone
access to Buyer's employees at reasonable times during
business hours for the purpose of inquiring about the status
and results of collection efforts by Buyer during the
Collection Period.
(d) Buyers shall preserve records of their
collection activities during the Collection Period, including
copies of payment or remittance documents and records
regarding application of payments to Sellers' invoices. If
the customer designates payment of a specific invoice, then
remittances will be applied as instructed. In the event a
customer does not designate a specific invoice for payment,
Sellers and Buyer agree to
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cooperate in good faith in order to determine which invoice
the customer was paying and the proper application of funds.
M&L HONG KONG, LTD. M&L INTERNATIONAL, INC.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxxxxxx,Xx.
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Xxxx X. Xxxxxx Xxxxx Xxxxxxxxxx, Xx.
Chairman Vice President
M&L INTERNATIONAL GROUP, LLC M&L INTERNATIONAL (H.K) LIMITED
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxxxxxx,Xx.
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Xxxx X. Xxxxxx Xxxxx Xxxxxxxxxx, Xx.
Chairman Attorney-in-Fact
AMEREX (USA) INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Chairman
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