28.2
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT, dated as of May ___, 2000,
among Networth Financial Group, LLC, a Georgia limited liability company
("Networth Financial"), XCEL Capital, L.L.C., a Georgia limited liability
company ("XCEL"), First Atlanta Financial Group LLC ("FAFG"), Institutional
Equity Holdings, Inc., a Nevada corporation, ("Purchaser"), First Atlanta
Securities, L.L.C., a Georgia limited liability company ("FAS"), Maxim
Povolotsky ("Povolotsky"), James Steinkirchner ("Steinkirchner"), Bruce Rothmann
("Rothmann") and Robert Stanley ("Stanley").
WHEREAS, Network Financial, XCEL, FAFG, Purchaser and FAS entered into
that certain Purchase Agreement dated as of April 20, 2000 (the "Purchase
Agreement") pursuant to which Purchaser is to purchase all of the issued and
outstanding Interests of FAS; and
WHEREAS, the parties to the Purchase Agreement desire to amend such
agreement by deleting Networth Financial as a party to such agreement and adding
as parties to the agreement Povolotsky, Steinkirchner, Rothmann and Stanley; and
NOW, THEREFORE, in consideration of the mutual agreements herein, the
sufficiency of which is hereby acknowledged, each of the parties hereto agrees
to amend the Purchase Agreement as follows:
1. Deletion of Networth Financial as a Party. Networth
Financial is hereby deleted as a party to
-------------------------------------------
the Purchase Agreement and hereafter shall have no rights or obligations
pursuant to such Purchase Agreement.
2. Addition of Parties. Povolotsky, Steinkirchner, Rothmann and Stanley
are hereby added as parties to the Purchase Agreement as some of the "Sellers"
as such term is defined in the Purchase Agreement. Povolotsky, Steinkirchner,
Rothmann and Stanley shall have all of the rights and obligations as some of the
Sellers as though they had originally been parties to the Purchase Agreement as
Sellers.
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3. Amendment to List of Ownership of FAS Interests. The list of ownership of
interests of FAS as ---------------------------------------------------
contained opposite the signatures of the Sellers on the Purchase Agreement is
hereby amended as follows: Seller FAS Interests Owned ------ -------------------
Povolotsky 300,000 Steinkirchner 209,000 Rothmann 60,000 Stanley 60,000 XCEL
400,000 FAFG 1,470,000 --------- Total 2,499,000 4. Change to Page One of
Puchase Agreement. Page one of the Purchase Agreement is hereby amended
----------------------------------------- by substituting 2,499,000 for
2,399,000 in the first "Whereas" clause of such page. 5. Time For Inspection.
Paragraphs 11 and 12 of the Purchase Agreement are hereby amended to provide
that the Inspection period shall end June 9, 2000 at 6:00 p.m. rather than
thirty days from the date of execution of the Agreement and attachment of all
schedules and exhibits thereto. All other terms regarding the inspections by
Purchaser and Sellers shall remain in full force and effect.
6. Purchase Agreement Effective as Amended. As hereby amended, the Purchase
Agreement remains in ------------------------------------------ full force and
effect. IN WITNESS WHEREOF, the undersigned parties have hereunder set their
hands as of the date set forth above.
Maxim Povolotsky
James Steinkirchner
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Bruce Rothmann
Robert Stanley
Networth Financial Group, LLC
By:
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First Atlanta Financial Group LLC
By:
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XCEL Capital, L.L.C.
By:
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FIRST ATLANTA SECURITIES, LLC
By:
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INSTITUTIONAL EQUITY HOLDINGS, INC.
By:
------
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