AMENDMENT TO
AGREEMENT


 


This Amendment
to Agreement (this
“Amendment”) is made
with regard to
the following facts:


 


1.                 
The undersigned entered into an Agreement dated October 28, 2014 pertaining to the transfer
of assets to and assumption of liabilities by Capstone Financial Group, Inc. (the
“Agreement”).


 


2.                 
Exhibits A
and B to
the Agreement identified
the specific assets
being transferred to,
and the specific
liabilities being assumed by, Capstone Financial Group, Inc. Such exhibits also set forth the “value” (in fact,
what was set forth as value was the original basis/book value of those assets) of the
specified assets and the current amounts owing on the specified liabilities.


 


3.                 
But for a
scrivener’s error, Exhibits
A and B
to the Agreement
would have been
drafted to also
identify the amortized/depreciated
basis/book value of the specified assets as of October 28, 2014 and to state correctly (rather than incorrectly)
the current amounts owing on the specified liabilities as of October 28, 2014.


 


4.                 
The undersigned
have now agreed
as to how
Exhibits A and
B to the
Agreement are to
be amended in
order to correctly and fully set forth the undersigned’s actual October
28, 2014 meeting of the minds.


 


5.                 
The undersigned all hereby agree that (a) the Agreement is hereby amended ab initio so
that its Exhibit A reads in full as set forth in Exhibit A to this Amendment, and (b)
the Agreement is hereby amended ab initio so that its Exhibit B reads in full as
set forth in Exhibit B to this Amendment.


 


6.                 
The undersigned confirm their prior agreements in an Agreement to Reform Promissory Notes Due
to Scrivener’s Error, dated December 15, 2014, that the notes assumed by Capstone
Financial Group, Inc. in the Agreement were reformed and
Capstone Financial Group, Inc. re-confirms its binding obligations to Darin R. Pastor under the assumed notes as so reformed
and with Capstone Financial Group, Inc. being substituted for Capstone Affluent Strategies,
Inc. as “Borrower” for all purposes of the assumed
notes.


 


7.                 
Except as
expressly set forth
in this Amendment,
the Agreement remains
unchanged and in
full force and
effect. IN WITNESS WHEREOF, the undersigned have signed this Amendment to Agreement as of December 31,
2014.


 


 


	 	/s/ DARIN R. PASTOR	
	 	DARIN R. PASTOR	
	 	 	 






 


CAPSTONE
AFFLUENT STRATEGIES, INC., a dissolved corporation


 


 


	 	By:	/s/ Darin R. Pastor	 
			Darin R. Pastor, formerly its sole director and officer and
(until January 15, 2014) its sole stockholder



 


By:
Capstone Financial Group, Inc., its sole stockholder after January 15,
2014


  


	By:   	 /s/ George L. Schneider	
	 	George L. Schneider, President	
	 	 	 





CAPSTONE
FINANCIAL GROUP, INC.


 





	By:   	 /s/ George L. Schneider	
	 	George L. Schneider, President	
	 	 	 





 





    	-1-



    	 



    

EXHIBIT
A


 


DESCRIPTION OF
ASSETS


 


 


 


The Assets subject to this Agreement
are:


 


	
         

        NAME
	
         

        DESCRIPTION
	
         

        ORIGINAL BASIS
	AMORTIZED/ DEPRECIATED BASIS
	Office Lease Capstone Affluent Strategies, Inc. and 2600, Michelson Drive, LLC (Edgecore) dated April 1, 2013	Prepaid Lease for the office space located for Suite 700 at 2600, Michelson Drive, Irvine CA. Termination date: March 31, 2015	$509,004 prepaid	$145,596
	Regus Online Service Agreement- Lease for office space in New York, New York	Lease for office space in New York, New York	$85/month	0
	Travelers Property Casualty Company	Travelers Insurance to insure the furniture and fixtures in the Michelson Suite 700 office space.	$1,900 a year	0
	Cort Rental Agreement	Rental Agreement for office furniture	$120,124	0
	Cox Communications Services Agreement	Cox phone, cable and internet agreement prepaid for 24 months	$57,882.72	0
	Red Rock Cabling and Installation	Cabling and Installation of (Sharp 60” 1080P LCD TV & Sharp 70” 1080P LCD TV)	$14,218.22	0
	Coastal Gardens Agreement	Agreement to provide plants for the office space, prepaid in advance for 24 months	$5,902.89	0
	Building Signage	Capstone Affluent Strategies Signage paid in full	$3,795.40	0
	Lock Smith Costs	Cost to hire Locksmith to replace locks and keys	$2,200.02	0
	CDI Coastline Maintenance Agreement	Agreement for Maintenance of Irvine Building	$6,318.17	0
	Office Technology	Three printers, Wi-Fi routers & Adapters	$2,000	0
	Office Technology- Televisions	Cost of two televisions (Sharp 60” 1080P LCD TV & Sharp 70” 1080P LCD TV)	$10,000	$6,833


 


Assembled workforce/executive team: Payroll wages
from Pastor’s personal account have been paid at the following biweekly rate
to former Affluent employees now working for Capstone Financial Group, Inc.:


 


	EMPLOYEE NAME	TITLE	
        PAY PER PERIOD

        (every other
        Friday)

	Darin Pastor	Chief Executive Officer	$495.00
	Halford Johnson	Chief Financial Officer	$3,461.54
	Tracy Pastor	Chief Brand Officer	$360.00
	Tom Radice Jr.	Senior Vice President	$1,900.00
	 	$5,731.44 per Period (with deductions)


 


Total Blue
Shield Benefits paid
for eligible above
employees: $4,084.30 per
month




    	-2-



    	 



    

EXHIBIT
B


 


DESCRIPTION OF
LIABILITES


 


The Liabilities subject to this Agreement are the obligations
associated with:


 


 


		·	Promissory Note dated December 31, 2012, payable to Darin
Pastor, in the original principal amount
of



$1,339,772.50,
bearing interest at
the minimal federal
interest rate per
annum published by
the Internal Revenue Service until
the Maturity Date of October 4, 2017, subject to all previous payments thereon and  the
Forgiveness schedule attached thereto.


		·	Promissory Note dated October 22, 2012, payable to Darin
Pastor, in the original principal amount
of



$577,373.47,
bearing interest
at t
h e min
mal federal
interest rate
per annum published  by the Internal
Revenue Service until the Maturity Date of October 4, 2017, subject to all previous payments thereon and the Forgiveness schedule
attached thereto.


		·	Promissory Note
dated October 4, 2012, payable to Darin Pastor, in the original principal amount of
$1,893,035.72, bearing interest at the minimal federal interest rate per annum published by the Internal Revenue Service
until the Maturity Date of October 4, 2017, subject to all previous payments thereon
and the Forgiveness schedule attached



thereto.


 


 


The parties confirm that
the obligations associated with all notes payable by Capstone Affluent Strategies, Inc.
and/or Darin Pastor to Capstone Financial Group, Inc. are hereby forgiven; that the amount of such
principal/interest forgiveness is deemed to be payments on the obligations associated with the assumed notes; and that,
considering all things, the
outstanding principal balance
of and accrued
interest on the
obligations associated with
the assumed notes as of October 28, 2014 was
$1,636,633.