Exhibit 10.2
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 6th day of December, 0000,
XXXXX:
BIB HOLDINGS, LTD., D/B/A INCODE CORPORATION, a company formed
pursuant to the laws of the State of Nevada ("Nevada Incode")
and having an office for business located at 000 Xxxxxx Xxxx,
Xxxxx 000, Xxxxx Xxxxxxxxx, Xxx Xxxxxx 00000 (the "Purchaser")
AND:
INCODE CORPORATION, a company formed pursuant to the laws of
the State of Delaware and having an office for business
located at 000 Xxxxxx Xxxx, Xxxxx 000, Xxxxx Xxxxxxxxx, Xxx
Xxxxxx 00000 ("Delaware Incode")
AND:
INTRANCE CORPORATION, a wholly-owned subsidiary of the
Purchaser formed pursuant to the laws of the State of Delaware
and having an office for business located at 000 Xxxxxx Xxxx,
Xxxxx 000, Xxxxx Xxxxxxxxx, Xxx Xxxxxx 00000 ("Intrance")
AND:
CANDENT CORPORATION, a company formed pursuant to the laws of
the State of Delaware and having an office for business
located at XX Xxx 000, Xxxxx Xxxxxxxxx, Xxx Xxxxxx 00000
("Seller")
WHEREAS, Purchaser and Seller are parties to the Asset Purchase Agreement, dated
as of September 1, 2004, as amended (the "Purchase Agreement");
WHEREAS, the parties wish to amend certain provisions of the Purchase Agreement,
but wish to have the Purchase Agreement continue in full force and effect, as
amended;
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements, representations and warranties contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
The Preamble of the Purchase Agreement is hereby amended to read in its entirety
as follows:
"AMONG:
BIB HOLDINGS, LTD., D/B/A INCODE CORPORATION, a
company formed pursuant to the laws of the State of
Nevada ("Nevada Incode") and having an office for
business located at 000 Xxxxxx Xxxx, Xxxxx 000, Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000 (the "Purchaser")
AND:
INCODE CORPORATION, a company formed pursuant to the
laws of the State of Delaware and having an office
for business located at 000 Xxxxxx Xxxx, Xxxxx 000,
Xxxxx Xxxxxxxxx, Xxx Xxxxxx 00000 ("Delaware Incode")
AND:
INTRANCE CORPORATION, a wholly-owned subsidiary of
the Purchaser formed pursuant to the laws of the
State of Delaware and having an office for business
located at 000 Xxxxxx Xxxx, Xxxxx 000, Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000 ("Intrance")
AND:
CANDENT CORPORATION, a company formed pursuant to the
laws of the State of Delaware and having an office
for business located at XX Xxx 000, Xxxxx Xxxxxxxxx,
Xxx Xxxxxx 00000 ("Seller")
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WHEREAS, Delaware Incode is the surviving entity of a recent merger
with BIB Acquisition, Inc., a wholly-owned subsidiary of the Purchaser,
and Delaware Incode is currently a wholly-owned subsidiary of the
Purchaser;
WHEREAS, Delaware Incode, Intrance and Seller are parties to the Asset
Purchase Agreement, dated as of September 1, 2004, as amended (the
"Purchase Agreement");
WHEREAS, the parties wish to amend certain provisions of the Purchase
Agreement, but wish to have the Purchase Agreement continue in full
force and effect, as amended;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, agreements, representations and warranties contained herein,
and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as
follows:"
Article VI of the Purchase Agreement is hereby amended to include the following
additional Section 6.6:
"Section 6.6 Administration of Assets.
Purchaser, Delware Incode and Intrance shall cause all commercial
activity relating to the assets acquired hereunder to be administered
through Intrance such that the parties hereto can readily calculate the
operating income of Intrance relative to the dividend provisions of
Section 2.5 hereof and the Subsidiary Preferred Stock. Purchaser shall
provide Seller, on a monthly or more frequent basis, with the summary
financial statements of Intrance."
This Agreement shall be governed by all other terms and conditions of the
Purchase Agreement, which remains in full force and effect except as otherwise
provided herein.
IN WITNESS WHEREOF the parties have executed this Agreement effective as of the
day and year first above written.
BIB HOLDINGS, LTD.
By: /s/ Xxx Xxxxxxx
----------------------------
Xxx Xxxxxxx
President and Chief Financial Officer
INCODE CORPORATION
By: /s/ Xxx Xxxxxxx
----------------------------
Xxx Xxxxxxx
President and Chief Financial Officer
INTRANCE CORPORATION
By: /s/ Xxx Xxxxxxx
----------------------------
Xxx Xxxxxxx
President and Chief Financial Officer
CANDENT CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------
Xxxxxxx Xxxxxxxx
President
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