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EXHIBIT 2.1.2
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AMENDMENT NO. 1 TO AGREEMENT REGARDING 900 PAY-PER-CALL
PSYCHIC SERVICES
AMENDMENT NO. 1 dated May 27, 1999 amending an Agreement dated May 27,
1999 by and between XXXXXXX COMMUNICATIONS, INC., a corporation organized under
the laws of Delaware with offices at One Xxxx Xxxx Xxxxx, Xxxxx Xxxxx, Xxxxx
Xxxxx, Xxx Xxxx 00000 (hereafter referred to as "XXXXXXX"), and ACCESS RESOURCE
SERVICES, INC., a Florida corporation with offices at 0000 X. Xxxxxxx Xxxxxxxxx,
Xxxx Xxxxxxxxxx, Xxxxxxx 00000 (hereafter referred to as "ARS").
RECITALS:
A. ARS and Xxxxxxx entered into an agreement dated May 27, 1999 entitled
"Agreement Regarding 900 Pay-per-call Psychic Services" (the "900
Agreement") which they have agreed to amend as set forth herein.
NOW, THEREFORE, for good and valuable consideration, receipt of which
is acknowledged by the parties, it is hereby agreed as follows:
1. The payment obligations referred to in the following sections of the
900 Agreement are referred to as the "Payment Obligations":
i. The Club Royalties referred to in Section 1(h);
ii. The royalties referred to in Sections 2(a, 2(b) and
2(c);
iii. the balance of the Purchase Price due under Section
5(c)(i).
ARS hereby grants Xxxxxxx a security interest in its accounts
receivable (the "Collateral"), and any proceeds thereof, as security
for the Payment Obligations, pursuant to the provisions of the Uniform
Commercial Code of Florida (the "UCC"), which security interest shall
be further evidenced by a security agreement between ARS and Xxxxxxx
executed concurrently herewith, and ARS agrees to execute and file at
its expense all financing statements necessary to give Xxxxxxx a
perfected security interest subordinate to no other security interest
other than a security interest in the Collateral granted by ARS to West
Interactive Services, Inc. ("West"). The Collateral shall constitute
security for the payment as and when due of the Payment Obligations.
ARS represents and warrants to Xxxxxxx that it has not granted a
security interest in any of its assets to any person or entity other
than West.
2. Except as amended by this Amendment No. 1, the 900 Agreement remains in
full force and effect.
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3. This Amendment No. 1 may be executed in several counterparts and all
counterparts so executed shall constitute one agreement binding on all
the parties hereto, notwithstanding that all the parties are not
signatory to the original or the same counterpart.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
XXXXXXX COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
ACCESS RESOURCE SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Approved:
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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