EXTENSION OF ASSET PURCHASE AGREEMENT
On or about September 12, 2001, E*XXXXXXXXX.XXX, INC., a Delaware
corporation (hereinafter referred to as "EMAC" or "Buyer") and NEW CORP.
(hereinafter referred to as "New Corp."); and WESTERN POWER & EQUIPMENT CORP.
(hereinafter referred to as "WP-O"), a wholly owned subsidiary of WESTERN
POWER & EQUIPMENT CORP. (hereinafter referred to as "WP-D" or "Seller")
entered in that certain Asset Purchase Agreement ("Agreement").
WHEREAS, EMAC desires an extension of time in completing its due
diligence and meeting its obligations under the Agreement; and
WHEREAS, Seller is willing to grant such an extension;
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties
and covenants herein contained, the Parties agree as follows:
1. Extension. The parties mutually agree that the date that EMAC must
have funds into escrow has been extended to February 28, 2001. In addition
all other dates in the Agreement are postponed the same amount of time from
the dates listed in the Agreement.
2. Cash and Stock into Escrow.
(a) Cash. In order to accommodate the extension of time above, the
parties agree that the total cash that EMAC must put into escrow on or before
February 28, 2001 is $5,500,000. All other terms and conditions regarding
the payment of cash in the Agreement have not been modified except as
specifically set forth herein.
(b) Stock. Not later than November 15, 2001, EMAC shall issue and
place in escrow for the benefit of Western 200,000 shares of EMAC restricted
common stock in Western's name. In the event that EMAC does not have a
minimum of $5,500,000 of cash in escrow on or before February 28, 2002, the
escrow agent shall immediately release to Western the 200,000 shares of EMAC
stock and such stock shall be subject to the selling and buyback conditions
and limitations in the Agreement. At closing, the 200,000 shares shall be
issued to Western as part of the 1,200,000 shares of EMAC common stock.
3. Terms and Conditions of Agreement. Except as specifically set forth
above, all terms and conditions of the Agreement not specifically amended
above are in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date first above written.
e*xxxxxxxxx.xxx, Inc.
By: /s/Xxxxxx X. X'Xxxx, III Date: November 2, 2001
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Xxxxxx X. X'Xxxx, III, President
Attest By: /s/Xxxxx X. XxXxxxxx Date: November 2, 2001
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Xxxxx X. XxXxxxxx, Secretary
Western Power & Equipment Corp. (Oregon)
By: /s/C. Xxxx XxXxxx Date: November 1, 2001
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C. Xxxx XxXxxx, President and CEO
Attest By: /s/Xxxx X. Xxxxxx Date: November 1, 2001
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Xxxx X. Xxxxxx, Secretary
Western Power & Equipment Corp. (Delaware)
By: /s/C. Xxxx XxXxxx Date: November 1, 2001
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C. Xxxx XxXxxx, Chairman of the
Board of Directors, President and CEO
Attest By: /s/Xxxx X. Xxxxxx Date: November 1, 2001
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Xxxx X. Xxxxxx, Secretary
