EXHIBIT 2.3
SECOND AMENDMENT
TO
ASSET PURCHASE AGREEMENT
THIS SECOND AMENDMENT, dated as of January 31, 2003 (this "Amendment"),
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to the ASSET PURCHASE AGREEMENT, dated as of November 30, 2002, as amended by
the First Amendment thereto dated as of December 31, 2002 (the "Agreement"), by
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and among Quality Botanical Ingredients, Inc., a Delaware corporation, Health
Sciences Group, Inc., a Colorado corporation, Quality Botanical Ingredients,
Inc., a New Jersey corporation, Corrola, Inc. and Xxxxxx X. Xxxxxxx. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Agreement.
RECITALS
WHEREAS, the parties to the Agreement wish to amend Section 9.1 and
Section 15.1(d) of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to the Agreement agree as follows:
1. Amendment to Section 9.1 of the Agreement.
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The text of Section 9.1 of the Agreement (after the heading)
regarding the Closing is hereby deleted in its entirety and replaced
with the following:
"Subject to the terms and conditions herein contained, the
parties agree to close this transaction (the "Closing") at the offices
of Xxxxxx Xxxxxx White & XxXxxxxxx LLP, on February 14, 2003 (the
"Closing Date") or on such other date and at such other place as the
parties may agree upon in writing. Seller and Purchaser may agree to
extend the Closing for a reasonable period of time not to exceed 30
days, such agreement not to be unreasonably withheld."
2. Amendment to Section 15(d) of the Agreement.
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Section 15(d) of the Agreement regarding permitted termination
of the Agreement is hereby deleted in its entirety and replaced with
the following:
"(d) by either Purchaser or Seller if the Closing has not
occurred (other than through the failure of any party seeking to
terminate this Agreement to comply fully with its obligations under
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this Agreement) on or before February 28, 2003, or such later date as
the parties may agree upon."
3. General.
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(a) Except for the amendments effected by this Amendment, the
terms and provisions of the Agreement shall remain unchanged and in
full force and effect.
(b) This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original but all
of which shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the Parties have executed this Amendment
as of the date first written above.
QUALITY BOTANICAL INGREDIENTS, INC., QUALITY BOTANICAL INGREDIENTS, INC.,
a Delaware corporation a New Jersey corporation
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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HEALTH SCIENCES GROUP, INC. SHAREHOLDERS:
By: /s/ Xxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxx
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XXXXXX X. XXXXXXX
CORROLA, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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