AMENDMENT NO. 1, dated as of October 5, 2001 (the "Amendment"), to ASSET
PURCHASE AGREEMENT dated as of September 24, 2001(the "Asset Purchase
Agreement") by and between ASD GROUP, INC., a Delaware corporation ("ASDG"),
AUTOMATIC SYSTEMS DEVELOPERS, INC., a New York corporation (individually,
"Automatic" and, jointly with ASDG, "Sellers') and ASD ACQUISITIONS CORP, a New
York corporation ("Purchaser"), which has assigned its rights under the Asset
Purchase Agreement to ASD NEW YORK LLC ("ASDNY").
RECITALS
WHEREAS, capitalized terms used and not otherwise defined herein shall have
the meaning ascribed to them in the Asset Purchase Agreement;
WHEREAS, Purchaser has assigned all of its rights under the Asset Purchase
Agreement to ASDNY and ASDNY has agreed to accept said assignment and has
assumed all of Purchasers obligations thereunder;
WHEREAS, As of the Closing Date, Schedule 2.1.3 of the Asset Purchase
Agreement indicates no Assumed Contracts;
WHEREAS, pursuant to the provisions of Section 2.3.3 of the Asset Purchase
Agreement, the allocation of the Purchase Price and the Assumed Liabilities are
to be allocated prior to the Closing Date;
WHEREAS, the Sellers and the Purchaser desire to allow additional time to
complete Schedule 2.1.3 and to allocate the Purchase Price and the Assumed
Liabilities following the Closing Date.
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound, hereby agree as
follows:
1. Notwithstanding the provisions of Section 1.2 of the Asset Purchase
Agreement, Purchaser and Sellers (with the consent of the other, which
consent shall not be unreasonable withheld) shall have the right to amend
Schedule 2.1.3 post-Closing until the close of business on October 12,
2001.
2. The first sentence of Section 2.3.3 shall be amended in its
entirety to read as follows:
"The Purchase Price and the Assumed Liabilities (as hereinafter
defined) (collectively, the "Total Consideration"), shall be allocated
among the Assets in such amounts as shall be mutually agreed upon between
Sellers and the Purchaser within thirty (30) days of the Closing Date."
3. Except as amended hereby, the Asset Purchase Agreement shall
continue in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the Sellers and the Purchaser have executed this
Amendment as of the date first above written.
ASD GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxx
Title: Chief Operating Officer
AUTOMATIC SYSTEMS DEVELOPERS, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxx
Title: Chief Operating Officer
ASD NEW YORK LLC
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Manager
