EX-10.59








FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT




This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “First Amendment”) dated as of December
1, 2004 is made and entered into by and between Coronado Technology Group, L.L.C., an Arizona
limited liability company (“Coronado”) on the one hand, and Meade Instruments Corp., a Delaware
corporation (“Buyer Parent”), and Coronado Instruments, Inc., a California corporation and a wholly
owned subsidiary of Buyer Parent (“Buyer”), on the other for the purpose of amending that certain
Asset Purchase Agreement dated October 20, 2004 by and between Coronado, Buyer Parent and Buyer
(the “Agreement”). The Principals (as defined in the Agreement) are also executing this First
Amendment to evidence their consent to the terms hereof.




NOW, THEREFORE, the parties agree as follows:



1. The parties hereto desire to enter into this First Amendment to make certain modifications
to the terms of the Agreement. Terms not otherwise defined herein shall have the meanings assigned
to such terms in the Agreement.




2. Section 2.2 of the Agreement is hereby amended to read as follows:




“2.2 Purchase Price; Manner of Payment.




As consideration for the Buyer’s purchase of the Business Assets, Buyer shall pay to
Coronado the sum of $2,500,000 plus the amount specified in Section 2.2 (b) (the “Purchase
Price”). The Purchase Price shall be payable as follows:




(a) $100,000, representing the payment provided pursuant to Section 6.1 below, shall
be paid on the Closing Date.




(b) $266,267.05, representing the payment for certain Retained Liabilities, shall be
paid on the Closing Date.




(c) $2,400,000, representing the balance of the Purchase Price, shall be paid on
January 3, 2005, provided that Coronado has delivered to Buyer documentation of payoff or
release of each of the Retained Liabilities. In the event such documentation is not
provided, Buyer shall have the right to hold back an amount equal to the alleged Claim
until such documentation is provided. On the Closing Date, Buyer shall execute a
Promissory Note in the amount of $2,400,000 in the form of Exhibit 2.2 attached hereto (the
“Purchase Note”). Subject to the provisions of Article VII of this Agreement and other
applicable provisions herein, Buyer’s failure to make any payment on the Purchase Note
shall be considered a breach of the Agreement by Buyer for which Buyer Parent shall
indemnify Coronado under the terms of Section 7.2 of the Agreement.




The Purchase Price shall be paid by wire transfer of immediately available funds to an
account designated by Coronado. The portion of the Purchase Price representing the Earnout
Payment shall be paid in accordance with Section 2.3.”




3. The parties agree that the Closing Date shall be December 1, 2004.




4. Section 2.3(a) of the Agreement is hereby removed and deleted in its entirety.




5. Section 7.1 of the Agreement is hereby amended to read as follows:




“7.1 Coronado’s and the Principals Agreement to Indemnify.




(a) Subject to the terms and conditions of this Article VII, Coronado and the
Principals, jointly and severally, agree to indemnify, defend and hold harmless
Buyer from and against all Liabilities suffered or incurred by Buyer or any of its
Affiliates arising from, relating to or otherwise in respect of any breach of this
Agreement by Coronado or the Principals, including, without limitation, (i) any
representations or warranties contained in Article III hereof, (ii) any breach by
Coronado or the Principals of any covenant in Article V and Article VI in this
Agreement, and (iii) and any and all Liabilities suffered or incurred by Buyer or
any of its Affiliates arising from, relating to or otherwise in respect of any
Retained Liabilities (collectively, “Buyer Claims”).




(b) With respect to Section 7.1(a) above, no Buyer Claim shall be asserted unless
it is equal to or greater than $10,000 in value, except with respect to any of the
Retained Liabilities, for which there is no such limitation. With respect to
indemnification arising out of Section 7.1(a) above, in no event shall the total
liability of Coronado and the Principals exceed in the aggregate the Purchase Price
(as adjusted pursuant to Section 2.3 hereof). Notwithstanding the above, the
forgoing limitations set forth in this Section 7.1(b) shall not apply to any Buyer
Claim resulting from fraud or any intentional misrepresentation by Coronado or the
Principals or failure by Coronado or the Principals to perform their obligations
under this Agreement, including such failure by reason of an obstacle intentionally
created by Coronado or the Principals.




(c) If any Buyer Claim is pending or unresolved at the time any payment is due to
Coronado from Buyer or one of its Affiliates pursuant to Section 2.2 and 2.3
hereof, Buyer, its Affiliates or successors shall have the right, in addition to
other rights and remedies (whether under this Agreement or applicable law), to
withhold from such payment an amount equal to the amount of such Buyer Claim until
such matter is resolved. If it is finally determined that such Buyer Claim is
covered by this Section 7.1, the amount of such Buyer Claim may be offset against
the amount owed to Coronado by Buyer or one of its Affiliates pursuant to Section
2.2 and 2.3 hereof and the remainder of the amount withheld, if any, shall be
delivered to Coronado pursuant to this Agreement together with interest on such
remainder amount for the actual number of days such payment was withheld at a rate
equal to 5% per annum.”




6. Schedule 1.42 to the Agreement is hereby amended to read as follows:




“Any and all Liabilities of Coronado, or the Principals or any of its Affiliates
arising from, relating to or otherwise in respect of any of the following entities,
regardless of the amount:



IRS back wage taxes

Management One

Spectrum Thin Film

Isle of Man

Blue Sky Research, Inc.”





7. Except as expressly supplemented and amended by this First Amendment, all of the terms
and conditions of the Agreement shall remain in full force and effect. If a conflict
exists between the provisions of this First Amendment and the Agreement, this First
Amendment shall control.




8. This First Amendment may be executed in any number of counterparts, each of which shall
be deemed to be an original, and all of which together shall constitute one and the same
instrument notwithstanding that any parties are not signatories to each counterpart.



(signature pages follow)






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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of
the date first above written.




CORONADO




CORONADO TECHNOLOGY GROUP, L.L.C.



	 	 	 	 	 
	
 
	 	By:
	 	/s/ Geraldine Hogan
	
 
	 	 	 	 
	
 
	 	Name:
	 	Geraldine Hogan
	
 
	 	 	 	 
	
 
	 	Its:
	 	Majority Shareholder
	
 
	 	 	 	 
	 
	 	 	 	 
	PRINCIPALS

	 	

	 	









	 	 	 	GERALDINE HOGAN





	 	 	 
	By:

	 	/s/ Geraldine Hogan
	
 
	 	 
	Name:

	 	Geraldine Hogan
	
 
	 	 








	 	 	 	DAVID LUNT





	 	 	 
	By:

	 	/s/ David Lunt
	
 
	 	 
	Name:

	 	David Lunt
	
 
	 	 








	 	 	 	JORDAN FRAZIER





	 	 	 
	By:

	 	/s/ Jordan P. Frazier
	
 
	 	 
	Name:

	 	Jordan P. Frazier
	
 
	 	 








	 	 	 	ANDREW G. LUNT





	 	 	 
	By:

	 	/s/ Andrew Lunt
	
 
	 	 
	Name:

	 	Andrew Lunt
	
 
	 	 








	 	 	 	NICHOLAS J. ILKA





	 	 	 	 	 
	
 
	 	By:
	 	/s/ Nick Ilka
	
 
	 	 	 	 
	
 
	 	Name:
	 	Nick Ilka
	
 
	 	 	 	 
	 
	 	 	 	 
	BUYER

	 	

	 	









	 	 	 	CORONADO INSTRUMENTS, INC.





	 	 	 	 	 
	
 
	 	By:
	 	/s/ Steven G. Murdock
	
 
	 	 	 	 
	
 
	 	Name:

Title:
	 	Steven G. Murdock

Chief Executive Officer
	 
	 	 	 	 
	BUYER PARENT

	 	

	 	









	 	 	 	MEADE INSTRUMENTS CORP.





	 	 	 
	By:

	 	s/ Steven G. Murdock
	
 
	 	 
	Name:

Title:

	 	Steven G. Murdock

Chief Executive Officer
	 
	 	 








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