EXHIBIT 2.3
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
Amendment No. 2 to Asset Purchase Agreement entered into this __ day of
August, 1998 by and among American United Global, Inc. ("AUGI"), Connectsoft
Communications Corporation ("CCC"), Connectsoft Holding Corp. ("Connectsoft")
and Executive TeleCard, Ltd. ("EXTEL") and C-Soft Acquisition Corp. (the
"Buyer").
WHEREAS, AUGI, CCC, Connectsoft, EXTEL and the Buyer entered into an
Asset Purchase Agreement dated July 10, 1998, which was subsequently amended on
July 30, 1998 (the "Purchase Agreement"); and
WHEREAS, the parties desire to make certain amendments to the Purchase
Agreement.
NOW THEREFORE, the parties hereto do hereby agree as follows:
1. The last sentence of Section 11.1 of the Purchase Agreement shall be
amended to read as follows:
"If, notwithstanding the parties' best efforts, such conditions
shall not have been satisfied by such date, then the Closing Date
shall be extended to the date that is three (3) Business days after
the satisfaction of all such conditions, but which shall not in any
case be later than September 15, 1998 ("Outside Closing Date"),
unless the parties hereto agree in writing otherwise."
2. Capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Purchase Agreement. All other terms and
provisions of the Purchase Agreement shall continue in full force and effect and
unchanged and are hereby confirmed in all respects.
3. This Amendment No. 2 to Purchase Agreement may be executed in
several counterparts, each of which is an original, but all of which together
constitute one and the same agreement. The descriptive headings in this
Amendment No. 2 to Purchase Agreement are for convenience of reference only and
shall not define or limit the provisions hereof.
4. This Amendment No. 2 to Purchase Agreement is governed by, and shall
be construed in accordance with, the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 to
Purchase Agreement on and as of the date first set forth above.
AMERICAN UNITED GLOBAL, INC.
By:_________________________________________
Name:
Title:
CONNECTSOFT COMMUNICATIONS
CORPORATION
By:_________________________________________
Name:
Title:
CONNECTSOFT HOLDING CORP.
By:_________________________________________
Name:
Title:
C-SOFT ACQUISITION CORP.
By:_________________________________________
Name:
Title
EXECUTIVE TELECARD, LTD.
By:_________________________________________
Name:
Title
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