AMENDMENT NO. 2 TO ASSIGNMENT AGREEMENT
This Amendment No. 2 to the
Assignment Agreement ("Second Amendment") is dated as of March 2,
2009, by and between Westbridge Agricultural Products, a California
corporation ("Assignor") and Alejandro Tamayo Ibarra, a citizen of
Mexico ("Assignee"), with reference to the following
facts:
A. Assignor and
Assignee entered into an Assignment Agreement dated August 15, 2008
(the "Original Agreement").
B. The Original
Agreement has been amended by that certain First Amendment to the
Original Agreement signed by Assignee and Assignor and dated
December 15, 2008 ("First Amendment").
C. Together, the
Original Agreement and the First Amendment are herein referred to
as the "Agreement," and the capitalized terms used in this Second
Amendment shall have the same meaning ascribed to such terms in the
Agreement except as otherwise specifically provided in this Second
Amendment.
D. Assignor and
Assignee wish to amend certain portions of the
Agreement.
Now, Therefore, for due
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Section 3 of
the Agreement is deleted and replaced in its entirety with the
following:
"For the
Assignment, Assignee shall pay to Assignor US$1,250,000 ("Purchase
Price") payable in accordance with the following schedule and
subject to the discount set forth below:
(i)
US$300,000, which amount has been received by Assignor
prior to the date of the First Amendment;
(ii)
US$39,700 on or before March 9, 2009;
(iii)
US$60,300 on or before May 31, 2009;
(iv)
US$300,000 on or before November 30, 2009;
(v)
US$100,000 on or before May 31, 2010; and,
(vi)
US$450,000 on or before November 30, 2010.
The Purchase
Price shall be reduced by 5% if the Purchase Price is paid in full
on or before November 30, 2009. The discounted Purchase Price is
US$1,187,500."
2. Section 4 of
the Agreement is deleted and replaced in its entirety with the
following:
