Exhibit 10.23
AMENDMENT NO. 1
TO
ASSET PURCHASE AGREEMENT
This Amendment No. 1 to the Asset Purchase
Agreement (the “Agreement” ) made and
effective as of the 30th day of September 2007, between Computer
Contact Service, Inc., a California corporation (
“Seller” ), Stanley Harper and Troy Davis
(collectively, the “Shareholders” , and
collectively with the Seller, the “Seller
Parties” ) on the one hand, and Great American Family
Parks, Inc., a Nevada corporation ( “Buyer” ),
and Park Staffing Services, LLC, a California limited liability
company (“Park Staffing Services”) (collectively, the
“Buyer Parties” ) on the other hand.
WITNESSETH :
WHEREAS, on March 30, 2007, Seller Parties entered
into an Agreement with EDLA Staffing Services, LLC (
“EDLA” );
WHEREAS, effective September 30, 2007, EDLA
assigned all rights, title, interest and benefits in, and
obligations under the Agreement to Buyer;
WHEREAS, the parties now desire to amend Sections
2.1 and 2.2 of Article II of the Agreement as hereinafter set
forth;
NOW, THEREFORE, in consideration of and for the
mutual promises and covenants contained herein, and for other good
and valuable consideration, the receipt of which is hereby
acknowledged, the Agreement is hereby amended as follows:
1.
Article II of the Agreement is hereby amended to be
and read as follows:
2.1
Purchase Price. Buyer will
purchase the Purchased Assets and assume the Assumed Liabilities
subject to the terms and conditions hereof.
2.2
Payment of Purchase Price.
2.21 At Closing . Following execution of this
agreement, Buyer will pay Seller an amount equal to Six Hundred
Thousand Dollars ($600,000), to be paid in cash or by
cashier’s check drawn on a California bank insured by the
FDIC, of which Two Hundred Thousand Dollars ($200,000) will be paid
by Buyer as a down payment to Seller, and the balance of Four
Hundred Thousand Dollars ($400,000) shall be paid on the Closing
Date. In addition, as agreed upon by the parties,
Buyer shall deliver to Seller a Warrant (the “ Warrant
”) to purchase Five Million (5,000,000) shares of
Buyer’s common stock, exercisable at $0.05 per share for a
period of four years commencing one year from the date hereof, in
the form attached hereto in Exhibit “D.”
2.22 Post-Closing . The balance of
the Purchase Price, or Five Hundred Sixty-Two Thousand Five
Hundred Dollars ($562,500.00), will be paid by Buyer to Seller
in accordance with the terms and conditions of a promissory note
(the “ Promissory Note ”), in the form
attached hereto as Exhibit “A,” and will deliver
such executed Promissory Note to Seller at the Closing, as
hereinafter defined. The obligations of Buyer pursuant to
the Promissory Note shall be secured by a guarantee agreement
(the “ Guarantee Agreement ”) to be executed
by Larry Eastland in the form attached hereto as Exhibit
“B” and delivered to Seller at the Closing, as
hereinafter defined. In addition, at the Closing, as
hereinafter defined, Buyer shall execute and deliver to the
Shareholders a factoring agreement (the “ Factoring
Agreement ”) in the form attached hereto as Exhibit
“C,” pursuant to which the Sh
