EXHIBIT 2.2
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Amendment") is
entered into as of the 20th day of March, 2000 by and among PARADIGM MORTGAGE
ASSOCIATES, INC., a Florida corporation (the "Company"), C.W. XXXXXX XXXXXXX and
XXXX X. XXXXXX, XX., the principal shareholders of the Company (collectively,
the "Principal Shareholders") (the Company and the Principal Shareholders are
sometimes referred to collectively as "Seller"), and ACCENT ACQUISITIONS I, CO.,
a Georgia corporation and a direct, wholly-owned subsidiary of Lahaina
Acquisitions, Inc., a Colorado corporation ("Buyer").
W I T N E S S E T H:
WHEREAS, Buyer and Seller entered into an Asset Purchase Agreement dated as
of February 25, 2000 for the purchase of substantially all of the assets of the
Company (the "Purchase Agreement"); and
WHEREAS, Buyer and Seller desire to amend the Purchase Agreement to
eliminate the purchase by Buyer of all of the issued and outstanding shares of
Transport Logic, Inc. and to decrease the Purchase Price by 60,000 shares of
Lahaina common stock.
NOW, THEREFORE, the parties hereby agree as follows:
1. Agreement to Purchase. Section 2.01 of the Purchase Agreement shall be
amended by deleting Section 2.01(d) in its entirety.
2. Purchase Price. Section 2.02 of the Purchase Agreement shall be deleted
in its entirety and replaced with the following: "Buyer shall pay the Company,
as consideration for the purchase of the Property, 700,000 shares of Lahaina
Common Stock (the "Payment Shares").
3. Closing. Section 2.03 of the Purchase Agreement shall be amended by
deleting Section 2.03(b)(xii) in its entirety.
4. No Further Modifications. Except as modified herein, all of the terms
and conditions of the Purchase Agreement remain unchanged and in full force and
effect.
5. Miscellaneous. This Amendment shall be governed and construed in
accordance with the laws of the state of Georgia. This Amendment is an integral
part of the Purchase Agreement. Unless otherwise defined herein, any capitalized
term used in this Amendment shall have the meaning given to such term in the
Purchase Agreement. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall be deemed to be one and the same instrument. An executed
facsimile copy of this Amendment shall be binding for all parties.
IN WITNESS WHEREOF, the parties hare executed this Amendment as of the day
and year first written above.
PARADIGM MORTGAGE ASSOCIATES, INC.
By: /s/ C.W. Xxxxxx Xxxxxxx
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Name: C. W. Xxxxxx Xxxxxxx
Title: Chairman - CEO
PRINCIPAL SHAREHOLDERS
By: /s/ C.W. Xxxxxx Xxxxxxx
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C. W. Xxxxxx Xxxxxxx
By: /s/ Xxxx X. Xxxxxx, Xx.
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Xxxx X. Xxxxxx, Xx.
ACCENT ACQUISITIONS I, CO.
By: /s/ L. Xxxxx Xxxxxxx
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Name: L. Xxxxx Xxxxxxx
Title: President