ADDENDUM
This Addendum ("Addendum") to that certain Agreement for
Purchase and Sale of Assets between AMS Acquisition Corp. ("Seller")
and Affiliated Marketing Services, Inc. ("Purchaser") dated December
31, 1998 (the "Agreement") is executed this 13th day of January,
1999.
WHEREAS, pursuant to Section 11 of the Agreement, the Closing
is scheduled to take place on January 11, 1999;
WHEREAS, pursuant to Section 8.2 of the Agreement, Purchaser is
required to provide certain documentation to Seller and Purchaser
has informed Seller that Purchaser requires several days following
the Closing to create and produce the documents required therein;
WHEREAS, the Parties hereto agree that the Closing should be
effective as of January 11, 1999 but that it should not be
consummated until such time as Purchaser delivers the Exhibits to
the Agreement and the documents required by Section 8.2 thereof;
NOW, THEREFORE, in consideration of the mutual covenants and
agreement contained herein, the Parties agree as follows:
1. Purchaser shall use his best efforts to create and deliver
to Seller the Exhibits to the Agreement and the documents
required by Section 8.2 thereof, and for purposes of
creating those Exhibits and documents the effective date
of the closing shall be January 11, 1999.
2. The actual Closing of the contemplated transaction and the
parties obligations under the Agreement shall not happen
until Purchaser has delivered, to Seller's satisfaction as
to the form, accuracy, and completeness thereof, the items
referenced in Paragraph 1 hereof.
3. In the event that Purchaser has not delivered the items
referenced in Paragraph 1 hereof to Seller's satisfaction
by January 25, 1999, then the Agreement shall be declared
canceled.
The Parties hereto hereby agree to the foregoing and execute
this Addendum as of the date first written above.
"Purchaser" "Seller"
Affiliated Marketing Services, Inc. AMS Acquisition Corp.
/s/ Xxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxxx
By: Xxxx Xxxxxxxx By: Xxxxxx Xxxxxxxx
Its: President Its: Chief Executive Officer
