EXHIBIT 10.15
[LOGO]
EMPIRE FINANCIAL HOLDING COMPANY
Reliable Service Personalized Answers, Surprisingly Low Fees.
February 13, 2002
Centennial Capital Management, Inc.
000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxx
Dear Xx. Xxxx:
This letter agreement (this "Letter Agreement") sets forth the
agreement between Empire Financial Holding Company ("Empire Financial") and
Centennial Capital Management, Inc. (the "Company") regarding the payment of the
purchase price for the assets of the Company purchased by Empire Financial
pursuant to the terms of that certain Asset Purchase Agreement, dated as of July
11, 2001, by and among Empire Financial Group, Inc., the Company, and Centennial
Capital Holdings, Inc. (the "Agreement"). The rights and obligations of Empire
Financial Group, Inc. under the Agreement were transferred to Empire Financial
pursuant to the terms of that certain Assumption Agreement dated as of July 20,
2001.
Pursuant to the provisions of Section 1.2 of the Agreement, the
principal amount of the Note (as defined in the Agreement) to be delivered to
the Company by Empire Financial has been determined by the Company and Empire
Financial to be $2,125,784.78. In addition, the Company and Empire Financial
agree that as of the date of this Letter Agreement, Empire Financial has been
paid certain liabilities on behalf of the Company and has otherwise advanced the
Company an aggregate of $390,630.20. As set forth in that certain letter dated
January 4, 2002 from the Company to Empire Financial (the "Previous Letter"),
the Company had elected to receive a portion of the purchase price in cash and
the balance in shares of common stock of Empire Financial.
Empire Financial has advised the Company that it has filed a
Registration Statement on Form S-1 in connection with the initial public
offering of its common stock (the "IPO").
Notwithstanding anything contained in the Agreement or the Previous
Letter to the contrary, Empire Financial and the Company agree that within five
business days after the closing of the IPO, Empire Financial will pay the
Company $1,735,154.58 in cash, less the aggregate amount of any liabilities paid
on behalf of the Company or other amounts that may be advanced by Empire
Financial to the Company after the date of this Letter Agreement, as full and
final payment of the purchase price for the assets. If Empire Financial does not
complete the IPO by July 31, 2002, it shall deliver the Note to the Company no
later than August 1, 2002 with a principal amount equal to $1,735,154.58, less
the aggregate amount of any liabilities paid on behalf of the Company or other
amounts that may be advanced by Empire Financial to the Company after the date
of this Letter Agreement, as full and final payment of the purchase price for
the assets.
Centennial Capital Management, Inc.
February 13, 2002
Page 2
This Letter Agreement shall be governed by and construed in accordance
with the laws of the State of Florida. This Letter Agreement contains the entire
agreement between the parties relating to the subject matter hereof and
supersedes all oral statements and prior writings with respect thereto. This
Agreement may be executed in counterparts, both of which taken together shall
constitute one instrument.
If the foregoing accurately reflects our agreement, please execute this
letter in the space provided below.
Very truly yours,
Empire Financial Holding Company
By: /s/ Xxxxx X. Xxxxx 2/13/02
-----------------------------
Xxxxx X. Xxxxx,
Co-Chief Executive Officer
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Xxxxxxx X. Xxxxx,
Co-Chief Executive Officer
Xxxxxx and accepted as of the date first written above:
Centennial Capital Management, Inc.
By: /s/ Xxxxxx X. Xxxx, President
-----------------------------
Xxxxxx X. Xxxx, President
