EXHIBIT 10.44
AMENDMENT NO. 2
TO
ASSET PURCHASE AGREEMENT
------------------------
This Amendment No. 2 ("Amendment") is entered into as of January 30, 2003 (the
"Amendment Effective Date") between ▇▇▇▇▇ Systems Inc. as Seller, ▇▇▇▇▇▇ ▇▇▇▇▇
as ▇▇▇▇▇ and as Stockholder, and META Group, Inc. as Buyer. Terms not otherwise
defined in this Amendment shall have the same meaning ascribed to them in the
Asset Purchase Agreement dated October 27, 2000, as amended by Amendment No. 1
dated July 31, 2001 (collectively, the "Agreement").
Whereas, the Parties in Amendment No. 1 agreed that ANNEX I in the form attached
to the Instrument of Assumption, which in turn is attached to the Agreement, was
no longer accurate as of the date of that Amendment; and that they would
mutually agree on modification thereto from time to time as necessary, the
parties agree to amend ANNEX I herein.
Therefore, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties hereby agree to amend the Agreement as
follows:
Capitalized terms not otherwise defined hereinbelow shall have the same meaning
ascribed to them in the Asset Purchase Agreement, as amended (the "AP
Agreement").
1. The parties hereby agree that Section III of ANNEX I attached hereto is the
new revised form of that portion of the Instrument of Assumption, which
continues to be subject to modification from time to time as necessary by mutual
written agreement of the parties.
2. Schedule II, which was attached to Amendment No. 1 to the AP Agreement, and
referred to as part of the definition of "META Measurements", is hereby replaced
in its entirety by the document attached hereto as Schedule II.
3. In the event of any inconsistency between the terms of this Amendment and the
terms of the Agreement and Amendment No. 1, this Amendment shall take
precedence.
4. Except as expressly amended as set forth herein, the Agreement shall remain
in full force and effect in accordance with its terms.
5. This Amendment may be executed in several counterparts, all of which taken
together shall constitute one single agreement of the parties.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their duly authorized representatives as of the date first written above.
BUYER:
META GROUP, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President, Global Affiliate
Management
SELLER:
▇▇▇▇▇ SYSTEMS INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title:
▇▇▇▇▇▇ ▇▇▇▇▇ AND STOCKHOLDER:
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
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ANNEX I
III. SCHEDULE OF CONTRACTOR OBLIGATIONS THAT WILL BE ASSUMED BY META GROUP IN
SUPPORT OF ▇▇▇▇▇ ACTIVITIES
The following is a list of independent contractors that supply monthly support
to ▇▇▇▇▇ Systems. The support is based on informal verbal "handshake"
agreements. ▇▇▇▇▇ Systems supplies all contractors with required deliverable
information and deadlines but does not set hours or provide a work environment.
▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ AND RESEARCH SUPPORT CONTRACTORS:
Dr. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $15,000.00 monthly
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $ 6,000.00 monthly
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $ 4,000.00 monthly
▇▇▇▇▇ Ivintosh $ 5,000.00 monthly
Total $30,000.00 monthly
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SCHEDULE II
MM staff personnel
MGC - METRICNET:
----------------
EMPLOYEE NAME JOB TITLE
------------- ----------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Program Manager, MetricNet Operations
(SUPPORT STAFF)
METRICNET - OUTSIDE CONSULTANTS:
--------------------------------
EMPLOYEE NAME JOB TITLE
------------- ----------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Contractor
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contractor
▇▇▇▇▇ ▇▇▇▇▇▇▇ Contractor
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contractor
MGC - OPERATIONS PRACTICE
-------------------------
EMPLOYEE NAME JOB TITLE
------------- ----------
Shafqat ▇▇▇▇ ▇▇. VP & Practice Leader
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President
▇▇▇ ▇▇▇▇▇▇▇ Director
▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Director
▇▇▇▇▇ ▇▇▇▇▇▇ Director
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Director
▇▇▇▇▇▇▇ ▇▇▇▇▇ Director
▇▇▇▇▇▇▇ ▇▇▇▇▇ Director
▇▇▇▇ ▇▇▇▇▇▇ Manager
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Manager
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Manager
▇▇▇ ▇▇▇▇▇▇▇ Manager
▇▇▇▇▇ ▇▇▇▇▇▇ Manager
MGC - PERFORMANCE BENCHMARKING PRACTICE:
----------------------------------------
EMPLOYEE NAME JOB TITLE
------------- ----------
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. VP & Practice Leader
▇▇▇▇ ▇▇▇▇▇ Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President
▇▇▇▇▇ ▇▇▇▇▇▇ Vice President
▇▇▇▇ ▇▇▇▇▇▇▇ Vice President
▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President
▇▇▇▇▇ ▇▇▇▇▇▇ Director
▇▇▇▇▇▇ ▇▇▇▇▇ Director
▇▇▇▇▇▇ ▇▇▇▇▇▇ Director
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Director
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director
▇▇▇▇▇▇▇ ▇▇▇▇▇ Director
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Director
▇▇▇▇ ▇▇▇▇ Director
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager
▇▇▇▇▇ ▇▇▇▇▇ Manager
▇▇▇▇▇▇ ▇▇▇▇▇ Manager
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Admin
NOTE: Changes to this list of MM staff personnel will be made periodically in
writing (including email) as needed and as determined by Buyer's CFO, or by an
individual appointed by META's CFO, with the agreement of ▇▇▇▇▇.
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