MODIFICATION AGREEMENT
PROMISSORY NOTE ISSUED IN CONNECTION WITH
STOCK PURCHASE AGREEMENT BETWEEN
TEXCOM, INC. AND AVSTAR AVIATION SERVICES, INC.
AS OF NOVEMBER 22, 2006
TexCom, Inc. ("SELLER") and AvStar Aviation Services, Inc. ("PURCHASER"),
collectively (the "PARTIES"), entered into a Stock Purchase Agreement (the
"AGREEMENT") effective November 22, 2006 that provided for the sale of 100% of
the common stock of San Diego Airmotive to Purchaser.
RECITALS
WHEREAS, the Agreement provided that Purchaser would acquire the common
stock of San Diego Airmotive in exchange for a payment of 300,000 shares of
TexCom, Inc. common stock and a note in the amount of Two Hundred Thirty-Five
Thousand and no/100 ($235,000.00) dollars, and
Whereas, the Agreement further provided that in the event the current payables
exceeded $90,000 at the time of closing, the purchase price would be reduced by
the amount in excess of $90,000, and
Whereas, the Agreement provided that any reduction necessitated by current
payables in excess of $90,000 would be applied as a reduction in the face amount
of the Note issued by Purchaser to Seller, and
Whereas, the Parties have determined that current payables were in excess of
$90,000.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and to effect
the provision of the Agreement as it related to current liabilities to be
assumed by the Purchaser, the Parties hereto agree as follows:
The Balance Sheet, attached as Exhibit A, dated October 31, 2006 prepared by the
Seller will be used to determine any adjustment to the purchase price and note.
The Parties agree that the amount reflected in the Balance Sheet as Customer
Deposits is not to be considered a current payable for purposes of determining
any adjustment to the purchase price and note. This determination is based on
the information shown in the Estimated Work in Process Schedule attached as
Exhibit B.
The Parties further agree that the Seller, as part of the closing of the
Agreement, contributed the intercompany advances owed to seller from San Diego
Airmotive to paid in capital of San Diego Airmotive.
As a result of the above agreements and as reflected in the schedule, Adjustment
to Purchase Price Due from AvStar Aviation Services, Inc., attached as Exhibit
C, the Parties agree to a reduction in the purchase price of $22,246.
The reduction in purchase price results in a revised face amount of the note
executed by Purchaser in favor of Seller of Two Hundred Twelve Thousand Seven
Hindered Fifty-Four and no/100 ($212,754.00) dollars.
A corrected amortization schedule, reflecting the reduction in principal and the
payments made by Purchaser through the date of this modification agreement is
attached as Exhibit D.
This Modification Agreement is executed on June 6, 2007 to be effective as of
the closing date of the Stock Purchase Agreement between the Seller and
Purchaser.
SELLER:
TEXCOM, INC.
o/s Xxxxx X. Xxxx
BY: _________________________________________
Xxxxx X. Xxxx, President
PURCHASER:
AVSTAR AVIATION SERVICES, INC.
o/s X. X. Xxxxxxx
BY: ___________________________________________
X. X. Xxxxxxx, President
