First Amendment to Purchase Agreement between Paradise Development Group, Inc. and Advantage Professional Management Group, Inc.

Summary

This amendment updates a previous purchase agreement between Paradise Development Group, Inc. (Buyer) and Advantage Professional Management Group, Inc. (Seller) regarding property in Polk County, Florida. The amendment changes the closing date to within 90 days of the notice date, revises terms about the subdivision sign's size and location, and clarifies negotiation requirements with a third party, Holly Hill. All other terms of the original agreement remain unchanged. The amendment is effective as of March 3, 2005, and is binding on both parties.

EX-10.3 4 doc4.txt Exhibit 10.3 FIRST AMENDMENT TO PURCHASE AGREEMENT ------------------------------------- THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (the "First Amendment") is made and entered into as of the 3 day of March 2005, by and between PARADISE DEVELOPMENT GROUP, INC., a Florida corporation (hereinafter referred to as "Buyer"), and ADVANTAGE PROFESSIONAL MANAGEMENT GROUP, INC. (hereinafter referred to as "Seller") and is made in reference to the facts set forth hereinbelow. WHEREAS, Seller and Buyer entered into that certain Purchase Agreement, having an Effective Date of February 5, 2005 (the "Agreement"), covering certain property located in the County of Polk, State of Florida, as more particularly described therein; and WHEREAS, the parties desire to amend the Agreement as set forth hereinbelow. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows: 1. Recitals. The recitations and facts set forth above are true, accurate and --------- complete and are incorporated herein by this reference. 2. Amendments. The Agreement is hereby amended as follows: ----------- (a) The Closing of the transaction contemplated by Section 8 of the Agreement shall occur on or before ninety (90) days from the Notice Date; (b) The second sentence of Section 11(m) of the Agreement is hereby amended to read: "The size, dimensions and exact location of the Sign Parcel and Sign shall be in accordance with an agreement to be made within 60 days of the Effective Date between Buyer and Holly Hill." (c) Section 12(f) of the Agreement, is hereby amended in its entirety to read as follows: "Conclusion satisfactory to Buyer within 60 days of Effective Date of negotiations with Holly Hill regarding the size, style, dimensions and location of the Subdivision Sign described in Section 11(m), herein, and depicted in part on Exhibit H. Buyer shall employ good faith in its attempt to serve the business objectives of Holly Hill and Walgreens in the size and juxtaposition of the Sub-division Sign." The last sentence of section 12{f) is hereby intentionally deleted. In all other respects, the Agreement shall remain as written in full force and effect. 3. Survival. The obligations embodied in this First Amendment shall -------- survive the closing of the transaction. 4. Counterparts. This First Amendment may be executed in any number of ------------ counterparts, each of which will for all purposes be deemed to be an original, provided all are identical in all other respects. 5. Facsimile Transmittal. Transmittal of this First Amendment may be ---------------------- accomplished by facsimile. Any facsimile version of this First Amendment shall constitute an original. IN WITNESS WHEREOF, the parties have hereunder set their hands and seals effective the day and year first above written. Signed, sealed and delivered in the presence of: ADVANTAGE PROFESSIONAL MANAGEMENT GROUP, INC. By: /s/ Malcolm J. Wright (Seal) - ---------------------------------- ------------------------ Print Name: Name: Malcolm J. Wright ---------------------- Title: President - ---------------------------------- Date: 3-3-05 Print Name: ----------------------- BUYER: PARADISE DEVELOPMENT GROUP, INC., A FLORIDA CORPORATION By: /s/ Owen C. Ewing (Seal) - ---------------------------------- ------------------------ Print Name: Owen C. Ewing ---------------------- Vice President Development - ---------------------------------- Print Name: Date: 03-01-05 ----------------------