Exhibit 10.3
FIRST AMENDMENT TO PURCHASE AGREEMENT
-------------------------------------
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (the "First Amendment") is made
and entered into as of the 3 day of March 2005, by and between PARADISE
DEVELOPMENT GROUP, INC., a Florida corporation (hereinafter referred to as
"Buyer"), and ADVANTAGE PROFESSIONAL MANAGEMENT GROUP, INC. (hereinafter
referred to as "Seller") and is made in reference to the facts set forth
hereinbelow.
WHEREAS, Seller and Buyer entered into that certain Purchase Agreement,
having an Effective Date of February 5, 2005 (the "Agreement"), covering certain
property located in the County of Polk, State of Florida, as more particularly
described therein; and
WHEREAS, the parties desire to amend the Agreement as set forth
hereinbelow.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereby agree as follows:
1. Recitals. The recitations and facts set forth above are true, accurate and
---------
complete and are incorporated herein by this reference.
2. Amendments. The Agreement is hereby amended as follows:
-----------
(a) The Closing of the transaction contemplated by Section 8 of the
Agreement shall occur on or before ninety (90) days from the Notice
Date;
(b) The second sentence of Section 11(m) of the Agreement is hereby
amended to read:
"The size, dimensions and exact location of the Sign Parcel and Sign
shall be in accordance with an agreement to be made within 60 days of
the Effective Date between Buyer and Xxxxx Xxxx."
(c) Section 12(f) of the Agreement, is hereby amended in its entirety to
read as follows:
"Conclusion satisfactory to Buyer within 60 days of Effective Date of
negotiations with Xxxxx Hill regarding the size, style, dimensions and
location of the Subdivision Sign described in Section 11(m), herein,
and depicted in part on Exhibit H. Buyer shall employ good
faith in its attempt to serve the business objectives of Xxxxx Xxxx
and Walgreens in the size and juxtaposition of the Sub-division Sign."
The last sentence of section 12{f) is hereby intentionally deleted.
In all other respects, the Agreement shall remain as written in full force and
effect.
3. Survival. The obligations embodied in this First Amendment shall
--------
survive the closing of the transaction.
4. Counterparts. This First Amendment may be executed in any number of
------------
counterparts, each of which will for all purposes be deemed to be an
original, provided all are identical in all other respects.
5. Facsimile Transmittal. Transmittal of this First Amendment may be
----------------------
accomplished by facsimile. Any facsimile version of this First
Amendment shall constitute an original.
IN WITNESS WHEREOF, the parties have hereunder set their hands and seals
effective the day and year first above written.
Signed, sealed and delivered in the presence of:
ADVANTAGE PROFESSIONAL
MANAGEMENT GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx (Seal)
---------------------------------- ------------------------
Print Name: Name: Xxxxxxx X. Xxxxxx
---------------------- Title: President
---------------------------------- Date: 3-3-05
Print Name:
-----------------------
BUYER:
PARADISE DEVELOPMENT GROUP, INC.,
A FLORIDA CORPORATION
By: /s/ Xxxx X. Xxxxx (Seal)
---------------------------------- ------------------------
Print Name: Xxxx X. Xxxxx
---------------------- Vice President Development
----------------------------------
Print Name: Date: 03-01-05
----------------------
