AMENDMENT TO ASSET PURCHASE AGREEMENT
Amendment (this "Amendment") dated as of January 16, 2001 to the Asset Purchase Agreement between U.S.
Pawn, Inc. ("U.S. Pawn") and Pawn-One, Inc. ("Pawn-One") dated as of September 29, 2000 (the
WHEREAS, U.S. Pawn and Pawn-One entered into the Agreement whereby U.S. Pawn agreed to sell and
Pawn-One agreed to purchase substantially all of the assets of U.S. Pawn; and
WHEREAS, U.S. Pawn and Pawn-One desire to amend the Agreement in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein but not defined herein shall have the meanings assigned such terms in
2. Amendment. The following amendment is hereby made to the Agreement:
(a) The second clause of Section 1(b) shall be deleted in its entirety and replaced with the following:
"Cash Closing shall occur on January 31, 2001, or at such other time, or at such other place, as Buyer and Seller
3. Continued Effectiveness. Except as expressly amended hereby, the Agreement shall continue in full force and
effect. Any references to the "Agreement" in the Agreement or to the words hereof, hereunder or words of similar
effect in the Agreement shall mean the Agreement as amended hereby.
4. Governing Law. This Amendment shall be governed by the laws of the State of Colorado applicable to
contracts entered into and wholly to be performed within the State of Colorado by Colorado residents.
5. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall constitute
an original but all of which, when taken together, shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed on the date first
U.S. Pawn, Inc.