EXHIBIT 2.3
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
DATED MARCH 9, 2006
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
This SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT is executed as of
March 9, 2006, by and between Crystalix Group International, Inc., a corporation
organized under the laws of the State of Nevada, United States of America
("CRYSTALIX") and U.C. Laser Ltd., a company organized under the laws of the
State of Israel of X.X.X 000 Xxxxxxx 00000, Xxxxxx (the "COMPANY").
FACTUAL BACKGROUND
Crystalix and the Company entered into a certain Asset Purchase
Agreement dated December 29, 2005, and effective as of January 1, 2006, as
amended by Amendment to Asset Purchase Agreement dated January 31, 2006 (the
"AGREEMENT"). All capitalized words are used herein as defined in the Agreement.
Crystalix and the Company desire to amend the Agreement as set forth below.
AMENDMENT
This Agreement is hereby amended as follows:
A. The Consent Judgment and the Release shall not be required to be
delivered by any party at or as a condition of Closing.
B. Without limiting the generality of the foregoing, Sections 1.6 (i)
(i), 1.6 (i) (j), 1.6 (ii) (g), and 1.6 (ii) (h), and Exhibits A and B are
hereby deleted from the Agreement.
C. Except as expressly amended herein, the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, Crystalix and the Company have caused this
Amendment to be signed by their duly authorized representatives, all as of the
date first written above.
U.C. Laser Ltd. Crystalix Group International, Inc.
By: /s/ XXXXXXXX XXXXXX By: /s/ XXXXX X. XXXX
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Xxxxxxxx Xxxxxx Xxxxx X. Xxxx
Chief Executive Officer Chief Executive Officer
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