1
EXHIBIT 2.2
AMENDMENT TO ASSET PURCHASE AGREEMENT
AMENDMENT, dated as of May 25, 1999 (the "Amendment") to the Asset
Purchase Agreement (the "Asset Purchase Agreement"), dated to be effective April
2, 1999 among Systems Alternatives, Inc. ("Buyer"), an Ohio corporation, Neural
Applications Corporation ("Seller"), a Delaware corporation, and The Xxxxx X.
Xxxxxx Company ("DJJ"), a Delaware corporation.
WHEREAS, the parties desire to amend the Asset Purchase Agreement to
reflect the Royalties due DJJ as of the Closing;
NOW, THEREFORE, of the premises and the mutual covenants and agreement
hereinafter set forth, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Section 1.6 of the Asset Purchase Agreement is hereby amended by
deleting the references to "Forty Five Thousand Dollars ($45,000)" or "$45,000"
and replacing them with "Fifty One Thousand Dollars ($51,000)" or "51,000."
2. When the balance of the accounts receivable is received from
Keystone Steel and Wire and Northstar Steel Company, Seller shall pay the five
percent (5%) Royalty to Buyer and Buyer shall pay it to DJJ and the amount shall
be credited against the $360,000 Royalty Payment.
3. Other than as expressly set forth herein, the Asset Purchase
Agreement is hereby ratified and confirmed and shall remain unchanged in all
other respects.
4. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original copy of the Amendment, and all of which, when
taken together, will be deemed to constitute one and the same agreement.
5. This Agreement will be governed by the internal law of the State of
Ohio, without regard to the conflicts of law principles thereof.
2
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment as of the date first written above.
NEURAL APPLICATIONS CORPORATION
BY: /s/ Xxxxxx X. Xxxxxxx
---------------------------------------
NAME: Xxxxxx X. Xxxxxxx
-------------------------------------
TITLE: President/CEO
------------------------------------
SYSTEMS ALTERNATIVES, INC.
BY: /s/ Xxxx X. Xxxxxxxxx
---------------------------------------
NAME: Xxxx X. Xxxxxxxxx
-------------------------------------
TITLE: President
------------------------------------
THE XXXXX X. XXXXXX COMPANY
BY: /s/ Xxxxxxxx X. Xxxxxxx
---------------------------------------
NAME: Xxxxxxxx X. Xxxxxxx
-------------------------------------
TITLE: Senior Vice President
------------------------------------
