SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT effective February 25,
2000 is made and entered into effective the 20th day of March 2000 by and
between PARADIGM MORTGAGE ASSOCIATES, INC. a Florida corporation (the "Company"
or "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 desire to amend the Asset Purchase Agreement, as
previously amended (the "Purchase Agreement"), to reflect the matters
hereinafter set forth:
NOW, THEREFORE, for and in consideration of the premises, $10.00 cash in
hand, the mutual covenants and promises herein set forth, and other good and
valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, do hereby agree
as follows:
1. Reduction of Purchase Consideration and Change of Indemnity/ Performance
Escrowed Shares. Articles II and VIII of the Purchase Agreement are hereby
amended to reflect the following:
(a) The purchase price for the assets is hereby reduced from 700,000 shares
of Lahaina common stock to 500,000 shares of Lahaina common stock.
(b) The number of Indemnity/Performance Escrowed Shares is hereby reduced
to 150,000 shares.
(c) In the event the Minimum Volume is achieved in any twelve (12) months
of the eighteen (18) month period described in the Purchase Agreement, no shares
shall be forfeited to Buyer or Buyer's designee under the Performance Guaranty
and Indemnity.
(d) In the event the Minimum Volume is not achieved in at least twelve (12)
of the eighteen (18) months then, for every month in addition to six (6) months
that the Minimum Volume is not achieved, Seller shall forfeit 20,000 of the
Indemnity/ Performance Escrowed Shares
2. Other Provisions Intact. All Provisions of the Purchase Agreement not
amended hereby shall remain in full force and effect; provided however, should
any conflict arise, in interpretation or otherwise, between any provision of
this Second Amendment and any provision of the Purchase Agreement, this Second
Amendment shall control.
3. Miscellaneous. This Second Amendment shall be governed and construed in
accordance with the laws of the State of Georgia. This Second 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 have executed this Amendment as of the day
and year first written above.
PARADIGM MORTGAGE ASSOCIATES, INC.
By: /s/ C. W. Robert Harrell
------------------------
C. W. Robert Harrell
Chief Executive Officer
ACCENT ACQUISITIONS I, CO.
By: /s/ L. Scott Demerau
---------------------
L. Scott Demerau
President
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LAHAINA ACQUISITIONS, INC.
Dated: June 5, 2000 By: /s/ L. Scott Demerau
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L. Scott Demerau
President and Chief Executive Officer
