EXHIBIT 4.28
AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO PURCHASE AGREEMENT (this "Amendment") is made as of the
15th day of March, 2004, by and among ADDISON YORK INSURANCE BROKERS, LTD. a
Delaware corporation, DKWS ENTERPRISES, INC., a California corporation, ▇▇▇▇▇▇▇
FAMILY TRUST OF JULY 1998, a California corporation, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇.
RECITALS
WHEREAS, the parties are parties to that certain Asset Purchase Agreement
effective as of October 1, 2003 (the "Purchase Agreement"); and
WHEREAS, the parties desire to amend the Purchase Agreement in the manner
set forth herein; and
WHEREAS, terms used but not defined herein shall have the meanings set
forth in the Purchase Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Amendment. Section 3.04(a) of the Purchase Agreement is hereby amended
in its entirety as follows:
(a) within 5 days of the end of the 28th month after the Closing Date,
the Purchaser shall prepare a Purchase Price reconciliation to show the
actual Commissions Earned from the Business. If the actual Earned
Commission revenue from the Business for the two year period from the
Closing Date is less than $3,000,000.00, then the Purchase Price will be
adjusted downward in accordance with the following formula:
(Earned Commissions x 2.155 x 0.8) - $5,171,173.00 = the "First
Adjustment").
If after application of the formula the First Adjustment results in a
negative number, then the Purchase Price and the Principal Amount of the
Promissory Note shall be reduced by an amount equal to that negative
number. For greater clarification, the First Adjustment cannot have the
effect of increasing the Purchase Price, the First Adjustment can only
lower the Purchase Price;
2. Purchase Agreement. Except as otherwise provided herein, the Purchase
Agreement shall remain in full force and effect and unmodified.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
and year first above written.
ADDISON YORK INSURANCE BROKERS LTD.
Per: /s/ P. Podorieszach
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DKWS ENTERPRISES, INC.
Per: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ FAMILY TRUST OF JULY 1998
Per: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (trustee)
Per: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (trustee)
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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