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Exhibit 2.2
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This First Amendment to Asset Purchase Agreement (the
"Amendment")
entered into on March 30, 2004, by, between and among May and
Scofield, LLC, a
Michigan limited liability company ("Buyer 1"), M&S Ohio
Real Estate Holdings
LLC, a Michigan limited liability company and a wholly-owned
subsidiary of Buyer
1 ("Buyer 2," and together with Buyer 1, the "Buyer"), Strydel,
Inc., an Ohio
corporation (the "Seller"), and The Ohio Art Company, an Ohio
corporation (the
"Seller's Stockholder"). Buyer, Seller and Seller's Stockholder
are referred to
collectively herein as the "Parties."
The Parties executed an Asset Purchase Agreement dated November
29,
2004 (the "Agreement") that contemplates a transaction in which
Buyer will
purchase all of the Acquired Assets (as defined in the
Agreement) in return for
the consideration and on the terms set forth in the
Agreement.
The Parties desire to amend the Agreement as set forth in
this
Amendment.
Now, therefore, in consideration of the premises and the
mutual
promises herein made, and in consideration of the
representations, warranties,
and covenants herein contained, the Parties agree as
follows:
1. The definition of "Acquired Assets" set forth in the
Agreement is hereby
amended by adding to clause (xiii) of said definition
(identifying an excluded
asset from the definition of Acquired Assets), the
following:
"and any and all assets of Seller listed on Schedule 1 to
the
Amendment."
2. The first sentence of Section 2(d) of the Agreement is hereby
amended and
restated in its entirety to read and provide as follows:
"(d) Purchase Price. Buyer agrees to pay to Seller at the
Closing in immediately available funds One Million Six Hundred
Fifty
Thousand Three Hundred Forty-Five Dollars ($1,650,345.00)
(the
"Purchase Price") plus the Inventory Amount and the Prepaid
Tooling
Amount."
3. Section 2(e) of the Agreement is hereby amended and restated
in its entirety
to read and provide as follows:
"(e) The Closing. The closing of the transactions
contemplated
by this Agreement (the "Closing") shall take place at the
offices of
Seller a
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