Exhibit 10.5.3.2
AMENDMENT/ADDENDUM TO ASSET PURCHASE AGREEMENT
This Amendment to the Asset Purchase Agreement dated June 15, 2000 is
entered into between ROHL, Inc., d/b/a All Seasons Travel, ("Seller") and
Preferred Travel & Tours, Inc., ("Buyer").
This Amendment changes, modifies and amends the terms and conditions
specifically addressed in this and it becomes a part of the Asset Purchase
Agreement. Ali other terms and conditions of the Asset Purchase Agreement shall
remain in full force and effect. Inconsistencies between this Amendment and the
Asset Purchase Agreement shall be resolved in favor of this Amendment. The terms
and conditions included in. this Amendment are material.
In consideration of the promises, mutual covenants, and agreements
contained in this Amendment, Buyer and Seller agree as follows:
1. Paragraph 2 (b) shall be deleted, and replaced with the
following language:
$47,500.00 in eTravel Common Stock, based upon a price per
share equal to the average of the closing bid and asked prices
for such stock as of the close of business on Friday,
September 15, 2000.
2. Paragraph 3 shall be deleted, and replaced with the following
language:
Principals, Harriette Lipshultz and Roslyn O'Hearn, will
continue their present duties at the business for a period of
30 days at the fate of $450.00 per week, each, and thereafter
for an additional period of 30 days at no charge, in order to
acquaint Buyer with all aspects of the Business. If either or
both of the Principals are to be employed by Buyer beyond the
60 day transition period, the terms of such employment shall
be so forth in a separate agreement.
3. Buyer has previously tendered a deposit of $5,000.00, which
deposit is currently being held by Promulgated and Title
Corporation. Buyer agrees to tender an additional deposit of
$10,000.00, forthwith, to be held by Hume & Johnson P.A.
4. The closing of this transaction will take place on or before
Friday, October 6, 2000. If Buyer fails to perform this Asset
Purchase Agreement within the time specified, including
payment of all deposits, the deposit(s) paid by Buyer and
deposit(s) agreed to be paid, may be recovered and retained by
and for the account of Seller as agreed upon liquidated
damages, consideration for the execution of this Asset
Purchase Agreement and in full settlement of any claims;
whereupon, Buyer and Seller shall be relieved of all
obligations under this Asset Purchase Agreement.
5. If Buyer fails to perform this Asset Purchase Agreement, Buyer
agrees to keep confidential all of the information discovered
during due diligence, including, but not limited to
information. revealed related to Seller's assets, books,
files, records and insurance policies.
6. Seller agrees to tender to Buyer at closing the sum of
$19,000.00 (as a credit against the agreed upon sum to be
tendered by Buyer in cash), representing a portion of the
signing bonus or Buyer assuming received from Amadeus Global
Travel Distribution LLC, in consideration for Buyer assuming
Seller's obligations under the Travel Services Agreement
between ROHL, Inc. and Amadeus Global Travel Distribution LLC
for the balance of the agreement. Buyer agrees to sign all
appropriate documentation confirming that Buyer will assume
and be bound by all of Seller's obligations under the Travel
Services Agreement, and further agrees to perform all
obligations under said Travel Services Agreement for the
duration of the Agreement. Buyer agrees to indemnify and hold
Seller harmless for any low suffered as a result of Buyer's
failure to perform any of its obligations under the Travel
Services Agreement.
The parties have read and signed this Amendment on the dates set forth
below.
ROHL, INC. SALE OF ASSETS TO PREFERRED TRAVEL & TOURS, INC.
SCHEDULE OF ASSUMED CONTRACTS
- - Commercial Lease with Continental Investments for Suite 95, Wilton
Plaza;
- - Travel Services Agreement with Amadeus Global Travel Distribution,
L.L.C., dated April 20, 2000;
- - TRAMS (back office accounting and business services program)
subscription paid through June, 2001.