EXHIBIT 2.8
Lynne M. Geyser
Attorney at Law
P.O. Box 4715
San Clemente, Ca 92674-4715
Phone 949-498-8061
24 Hour Phone 1-500-488-
Legal
Fax 949-498-7772
August 13, 1999 VIA FAX:530-583-1355
(Tahoe)
Patrick C. Simek, Esq.
1812 Broadway
Lubbock, TX 79401
Re: Millennia/AWS/Mace Purchase - Quaker Car Wash, Inc.
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Dear Patrick:
This letter agreement between Buyer and Seller is to restructure the above
transaction. As you know, the transaction was originally an asset purchase for
cash, then became an asset purchase for stock, and ultimately a stock purchase
for stock. Now, the parties have agreed to return this transaction to its
status as an asset purchase for stock. To accomplish their goals, the parties
have also agreed to: increase the purchase price by $55,000.00, to be paid in
cash; provide that inventory will not be included in the sales price or be
handled through escrow, but will be addressed by the parties outside of escrow;
and designate the purchasing entity. This letter amends the letters of
11/23/98, 1/6/99, 2/26/99, 4/7/99, 5/10/99, and 6/25/99, but only to the extent
set forth below.
As you requested, rather than setting forth each provision amended, this letter
will state the net changes effected by it.
This letter is to amend the CAR WASH ASSET PURCHASE/SALE AGREEMENT ("Agreement")
in accordance with the foregoing. The changes hereby agreed to are as follows:
1. The Purchase Price is hereby amended to be $2,905,000.00. The Purchase
Price shall be paid in the following manner:
(i) Cash $55,000.00, of which $10,000.00 is in Escrow and shall
be credited to Buyer's account.
Patrick Simek, Esq.
Letter Amendment
August 13, 1999
Page 2 of 4
(ii)Assumption of Debt of not less than One Million Dollars
($1,000,000.00) nor more than One Million Five Hundred and Fifty-
Five Thousand Dollars ($1,555,000.00) per Exhibit "K."
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(ii) Balance of the Purchase Price shall consist of between One
Million Eight Hundred and Fifty Thousand Dollars ($1,850,000.00)
and One Million Two Hundred and Ninety-Five Thousand Dollars
($1,295,000.00) in Mace Securities International, Inc. ("Issuer")
Stock which, for the purpose of this Agreement only, shall be
valued at Seven Dollars and Eighty-One Cents ($7.81) per share.
The exact amount of the balance required to be issued pursuant to
this subparagraph (ii) shall depend upon the exact amount of the
Assumption of Debt as specified in subparagraph (ii) immediately
above. Of the total amount of the Purchase Price, $100,000 in
shares shall be held back in accordance with BPI Item 11 as
amended. The remaining shares shall be issued at Close of Escrow.
At the end of the Hold-Back Period, so much of the Hold-Back
shares as are then remaining, shall be issued to Seller.
2. The allocation of the Purchase Price is:
Land: $2,455,000.00
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Building: $ 395,000.00
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Car Wash Equipment: $ 50,000.00
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Covenant Not to Compete $ 5,000.00
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3. It is the intent of the parties that the transaction be structured as a
non-taxable re-organization of stock for assets and not as an exchange of
stock for stock. Therefore, all references to acquisition of stock for
stock are hereby deleted.
4. Seller is hereby identified as Quaker Car Wash, Inc.
5. American Wash Services, Inc., which as a result of merger and by operation
of law has become Mace Wash, Inc., hereby assigns all of its right, title
and interest in and to the Agreement as amended, to Mace Car Wash, Inc.
Each of the foregoing is a Delaware corporation and each is a wholly owned
subsidiary of Mace Security International, Inc.
6. Inventory is not included in the Purchase Price and Escrow shall not make
any adjustment for Inventory. Inventory reimbursement shall be handled
outside of Escrow, directly between Buyer and Seller.
7. Date for Close of Escrow is hereby extended to "on or before August 18,
1999."
8. Other than as set forth herein, there are no other changes to the terms and
conditions of the Agreement or the Escrow.
Patrick Simek, Esq.
Letter Amendment
August 13, 1999
Page 3 of 4
If you have any questions please do not hesitate to contact me. Please sign
below to indicate your acceptance of this amendment. Please FedEx five (5)
copies to Vicki at Arizona Escrow with your original signature and fax one copy
to me at (949) 498-7772 and one to Carrie at (760) 635-0578.
Very truly yours,
/s/ Lynne M. Geyser
Lynne M. Geyser
cc: Carrie Tonini - DRI - Distribtion
APPROVED AND ACCEPTED:
Quaker Car Wash, Inc.
a Texas corporation "Seller"
By: /s/ Patrick C. Simek
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Patrick C. Simek
President
SHAREHOLDER
PATRICK C. SIMEK
/s/ Patrick C. Simek
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Patrick C. Simek [100%]
Patrick Simek, Esq.
Letter Amendment
August 13, 1999
Page 4 of 4
AMERICAN WASH SERVICES, INC.
now MACE WASH, INC.
a Delaware corporation "Buyer" and "Buyer-Assignor"
By:_____________________________________
Name:___________________________________
Its:______________________________________
MACE CAR WASH, INC.
a Delaware corporation "Buyer" and "Buyer-Assignee"
By:____________________________________
Name:___________________________________
Its:______________________________________