EXHIBIT 99.2
AMENDMENT ONE
TO
ASSET PURCHASE AGREEMENT
THIS AMENDMENT ONE TO ASSET PURCHASE AGREEMENT (the "Amendment") is made and
entered into as of the 13th day of April, 2005, by and among DBSXMEDIA, INC. a
Delaware corporation ("dbsXmedia"); NETFRAN DEVELOPMENT CORP. (under name change
to Ariel Way, Inc.), a Florida corporation ("AWI"); LORAL SKYNET NETWORK
SERVICES, INC., a Delaware corporation ("LSNSI"); CYBERSTAR, L.P., a Delaware
limited partnership ("CLP"); and CYBERSTAR, L.L.C., a Delaware limited liability
company ("CLLC"). In this Amendment LSNSI, CLP, and CLLC may collectively be
referred to as the "Sellers" and dbsXmedia, AWI, LSNSI, CLP, and CLLC may
collectively be referred to as the "Parties".
WITNESSETH:
WHEREAS, on 18 February 2005 the Parties entered into that certain Asset
Purchase Agreement (the "APA") for the sale by LSNSI, CLP, and CLLC to dbsXmedia
of certain intangible and tangible assets used in connection with the business
and operations of the Sellers' business television business;
WHEREAS, the Parties now wish to amend the APA;
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
expressed herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby agree as follows:
1. Exhibit A-1 to the APA is hereby deleted in its entirety and replaced with
a new Exhibit A-1 in the form attached to this Amendment as Exhibit 1.
2. Exhibit A-3 to the APA is hereby deleted in its entirety and replaced with
a new Exhibit A-3 in the form attached to this Amendment as Exhibit 2.
3. Exhibit A-5 to the APA is hereby deleted in its entirety and replaced with
a new Exhibit A-5 in the form attached to this Amendment as Exhibit 3.
4. Except as specifically amended in this Amendment, the APA shall remain in
full force and effect in accordance with its terms.
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IN WITNESS WHEREOF, the parties have entered into this Amendment to the APA on
the day and year first above written.
DBSXMEDIA, INC.
By:_____________________________________________
[Name]
[Title]
LORAL SKYNET NETWORK SERVICES, INC.
By:_____________________________________________
[Name]
[Title]
CYBERSTAR, L.P.
By: LORAL CYBERSTAR, L.L.C., its general partner
By:
-----------------------------------------------------
Name]
[Title]
CYBERSTAR, L.L.C.
By:_____________________________________________
[Name]
[Title]
NETFRAN DEVELOPMENT CORP. (UNDER NAME CHANGE TO ARIEL WAY, INC.)
By:_____________________________________________
[Name]
[Title]
