CALIFORNIA SOFTWARE CORPORTATION
EXHIBIT #2.II
AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO THE ASSET PURCHASE AGREEMENT (THE AGREEMENT) ENTERED INTO ON
THE 12TH DAY OF JANUARY, 1999, BY AND BETWEEN CALIFORNIA SOFTWARE PRODUCTS,
INC., A CALIFORNIA CORPORATION (SELLER) AND CALIFORNIA SOFTWARE CORPORATION, A
NEVADA CORPORATION (BUYER), IS MADE AND ENTERED INTO THIS 28TH DAY OF MAY,
1999.
RECITALS
WHEREAS, BUYER AND SELLER ENTERED INTO THE AGREEMENT ON JANUARY 12TH, 1999;
AND WHEREAS, IT HAS BECOME APPARENT TO THE PARTIES THAT CERTAIN TERMS OF THE
AGREEMENT REQUIRE FURTHER CLARIFICATION.
NOW, THEREFORE, PURSUANT TO ARTICLE VII, SECTION 7.1 OF THE AGREEMENT, THE
PARTIES HERETO AGREE TO MODIFY AND AMEND THE AGREEMENT AS FOLLOWS:
1. ARTICLE II, SECTION 2.2 IS AMENDED TO READ AS FOLLOWS:
21 PURCHASE PRICE. THE TOTAL PURCHASE PRICE FOR THE ASSETS SHALL BE TWO
MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($2,250,000.00), PAYABLE BY BUYER
TO SELLER IN THE FORM OF A NOTE CONVERTIBLE INTO COMMON SHARES OF BUYER ON THE
SIXTIETH (60TH) DAY OF TRADING OF BUYER'S COMMON SHARES ON RECOGNIZED U.S.
PUBLIC STOCK EXCHANGE OR NATIONAL MARKET QUOTATION SERVICE (I.E. THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC. OVER-THE-COUNTER BULLETIN BOARD OR THE
NQB PINK SHEETS), SUBJECT TO A MINIMUM CONVERSION RATE OF $130 PER CHART THE
NOTE SHALL BE SUBSTANTIALLY IN THE FORM OF EXHIBIT 2.III ATTACHED HERETO.
2. THE NOTE ATTACHED TO THE AGREEMENT IS HEREBY RESCINDED BY THE PARTIES,
AND IS REPLACED BY THE NOTE ATTACHED HERETO AND INCORPORATED BY THIS REFERENCE
AT EXHIBIT A TO THIS AMENDMENT.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE SET THEIR HANDS THIS 28TH DAY OF
MAY, L999
CALIFORNIA SOFTWARE CORPORATION CALIFORNIA SOFTWARE PRODUCTS, INC.
A NEVADA CORPORATION (BUYER) A CALIFORNIA CORPORATION (SELLER)
BY: /S/XXXXX XXXXXX BY: /S/XXXXX XXXXXX
XXXXX XXXXXX, PRESIDENT XXXXX XXXXXX, VICE PRESIDENT
