Exhibit 10.2
FIRST AMENDMENT
AGREEMENT
TO
ASSET PURCHASE
AGREEMENT
THIS FIRST AMENDMENT
AGREEMENT is entered into on
this ___ day of May, 2009, by and among BRIMMER COMPANY, LLC, a
Minnesota limited liability company (the "Buyer"), STEN
CORPORATION, a Minnesota corporation (“Sten”), and
STENCOR, INC., a Minnesota corporation and wholly owned subsidiary
of Sten (“Old Stencor”, and each of Old Stencor and
Sten, a “Seller” and collectively, the
“Sellers”).
WHEREAS, Buyer and Sellers entered into an Asset Purchase
Agreement, dated November 26, 2008 (the “Asset Purchase
Agreement”); and
WHEREAS, Buyer and Sellers have mutually agreed to amend the
Asset Purchase Agreement as set forth herein.
NOW, THEREFORE,
based upon the above recitals, the
parties hereto agree as follows:
1.
All capitalized terms used herein shall
have the same meaning given to them in the Asset Purchase
Agreement, unless otherwise defined herein.
2.
Section 1.1(a) shall be deleted in its
entirety and intentionally omitted.
3.
Section 2.1 of the Asset Purchase
Agreement shall be deleted in its entirety and replaced with the
following:
“2.1
Purchase Price
. The aggregate purchase price (the “
Purchase Price ”) to be paid by Buyer to
Sellers in full consideration for the Assets sha