f8k051309ex10_adex.htm


     

     

    Exhibit
10.1

     

    AMENDMENT
TO ASSET PURCHASE AGREEMENT

     

    This Amendment to Asset
Purchase Agreement (“Amendment”)
is entered into on May 13, 2009 among Abundantad Incorporated, a Nevada
corporation (“Abundantad”),
Kim and Lim, LLC, a California limited liability company (“KM”),
James Kim (“Kim”)
and Dennis Hom (“Hom”).

     

    RECITALS

     

    
      	
              A.  

            	
              On
      or about May 14, 2008, KM, Abundantad, Kim and Hom entered into an Asset
      Purchase Agreement (“Purchase
      Agreement”) in which Abundantad purchased the Business from
      KM.

            


    

     

    
      	
              B.  

            	
              Capitalized
      terms not defined herein shall have the meanings set forth in the Purchase
      Agreement.

            


    

     

    
      	
              C.  

            	
              Abundantad,
      KM, Kim and Hom now desire to amend the Purchase Agreement as hereinafter
      provided.

            


    

     

    AGREEMENT

     

    NOW THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:

    


    1. Amendment to Purchase
Price.  Section 1.4(a) of the Purchase Agreement is hereby
deleted in its entirety and replaced with the following:

     

    “(a)           $550,000
cash, payable $250,000 on the Closing Date by wire transfer of immediately
available funds and $300,000 on the following dates: (i) $100,000 payable on May
14, 2009, (ii) $100,000 payable  on June 14, 2009, and (iii) $100,000
payable on July 14, 2009; provided, however,
that in the event Purchaser or any parent or subsidiary closes a debt or equity
financing transaction in the net amount of at least $3 million prior to full
payment of amounts hereunder, then all outstanding payments hereunder shall be
accelerated and payable by Purchaser within 3 business days following
Purchaser’s receipt of such investment capital; and”

    


    2. Amendment to Earn
Out. Section 1.4(e) of the Purchase Agreement is hereby amended as
follows: The language in the last complete sentence of such paragraph that
states “March 31, 2009” is deleted in its entirety and replaced with “August 14,
2009.” provided,
however, that in the event Purchaser or any parent or subsidiary closes a
debt or equity financing transaction in the net amount of at least $3 million
prior to full payment of amounts hereunder, then such payment hereunder shall be
accelerated and payable by Purchaser within 3 business days following
Purchaser’s receipt of such investment capital.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Governing
Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of California, without regard to conflict
of law principles thereof.

     

    4. Force and
Effect.  Except as specifically modified by this Amendment, the
terms and provisions of the Purchase Agreement remain in full force and
effect.

     

    5. Counterparts;
Faxes.  This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  This Amendment
may also be executed via facsimile, which shall be deemed an
original.

     

     

    
      
        
          
            	
                    Kim
      and Lim, LLC

                  	
                    Kim
      and Lim, LLC

                  
	
                    By:

                  	                                      
                             
           
             	
                    By:

                  	                                              
                
           
	
                    Name:

                  	                                         
                
                    
      	
                    Name:

                  	                                                         
              
	
                    Title:

                  	                                                            
                 
      	
                    Title:

                  	                                                         
           
	
                     

                    James
      Kim

                     

                    ____________________________________

                     

                  	
                     

                    Dennis
      Hom

                     

                    ________________________________

                  


          

        

      

    

    


    


    
      
        
          
            
              	
                      Abundantad
      Incorporated

                       

                    
	 
      
	 
      
	 
      
	
                       

                      Scott
      Rewick

                       

                       

                      ____________________________________