EXHIBIT 10.25
AMENDMENT TO PURCHASE AGREEMENT
THIS AMENDMENT, dated as of September 9, 1996, is entered into by and
between TEMPFUNDS AMERICA, INC., a Florida corporation, TEMPFUNDS AMERICA
FUNDING CORPORATION OF SOUTH CAROLINA, INC., a South Carolina corporation
(herein collectively called "Sellers") and CAPITAL FACTORS, INC., a Florida
corporation (herein called "Purchaser").
R E C I T A L S:
a) Sellers and Purchaser are parties to a Purchase Agreement dated July 31,
1996 and an Addendum to the Purchase Agreement dated July 31, 1996 (the Purchase
Agreement as supplemented by the Addendum shall hereinafter collectively be
referred to as the "Purchase Agreement").
b) Sellers and Purchaser have agreed to certain modifications
of the Purchase Agreement as set forth herein.
AGREEMENT
IN CONSIDERATION of the above recitals and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Each of the terms defined in the Purchase Agreement unless otherwise
defined herein, shall have the same meaning when used herein.
2. Sellers and Purchaser have agreed that the re-calculation of the amount
of the actual payments due as of the Closing and a mutual estoppel statement
setting forth the outstanding balance of loans and factored accounts by Sellers
to Original Clients as of the Closing and the annualized gross revenues received
by Sellers for the three months immediately prior to August 1, 1996, all or
which was to be made no later than thirty (30) days from the date of Closing (on
September 9, 1996) pursuant to paragaraph 3 of the Purchase Agreement, was not
made by mutual agreement of Sellers and Purchaser. Sellers and Purchaser hereby
mutually agree to extend the performance of the above-referenced re-calculation
and preparation of the above-referenced mutual estoppel statement to a later
date which in no event shall be later than September 30, 1996.
3. Upon the effectiveness of this Amendment, each reference in the Purchase
Agreement to the "Agreement", "hereunder", "herein", "hereof", or words of like
import referring to the Purchase Agreement, shall mean and be a reference to the
Purchase Agreement as amended by this Amendment.
4. This Amendment shall be deemed to be a contract under and subject to and
shall be construed for all purposes and in accordance with the laws of the State
of Florida.
5. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment
which shall be effective on the date first set forth above.
"SELLERS"
Witnesses: TEMPFUNDS AMERICA, INC.,
a Florida corporation
/s/ X. XXXXXXXXX By: /s/ XXX XXXXXX XX.
-------------------------------- ----------------------------
Xxx Xxxxxx, President
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TEMPFUNDS AMERICA FUNDING
CORPORATION OF SOUTH CAROLINA,
INC., a South Carolina corporation
/s/ X. XXXXXXXXX By: /s/ XXX XXXXXX XX.
-------------------------------- ----------------------------
Xxx Xxxxxx, President
--------------------------------
"PURCHASER"
CAPITAL FACTORS, INC.,
a Florida corporation
/s/ XXXXXX XXXX By: /s/ XXXXXX X. XXXXXXXXX
-------------------------------- -----------------------------
/s/ XXXXXXXXX XXXXXXXX Xxxxxx X. XxXxxxxxx
-------------------------------- Senior Vice President
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