Second Amendment to the Asset Purchase Agreement

Exhibit 10.24

Second Amendment to the Asset Purchase Agreement

This Second Amendment to the Asset Purchase Agreement (this “Amendment”) is made effective as of the 31^st day of March, 2006 by and between Teletouch Communications, Inc. (the “Seller”) and Teletouch Paging, LP (the “Buyer”). Capitalized terms not defined in this Amendment shall have the meanings set forth in the Agreement (as defined below).

RECITALS:

WHEREAS, the Buyer and the Seller entered into an Asset Purchase Agreement, dated as of August 18, 2005 (the “Agreement”) in connection with the sale of the paging business assets of the Seller to the Buyer; and,

WHEREAS, on December 30, 2005, the parties to the Agreement executed the First Amendment thereto; and,

WHEREAS, the Buyer and the Seller now desire to further amend the Agreement.

NOW THEREFORE, for valuable consideration, the receipt and adequacy of which are expressly acknowledged, accepted and agreed, the Buyer and the Seller hereby agree and consent, that Section 3.1 Amount; Delivery of the Agreement shall be amended and restated in its entirety and shall read as follows:

1. “Section 3.1(a) Amount; Delivery. In addition to Buyer’s assumption of the Assumed Obligations, Buyer shall pay to Seller the consideration as follows (the “Purchase Price”), subject to adjustment as provided in Section 3.3 hereof, which Purchase Price shall be remitted by Buyer to Seller in the following manner:

(a) $2,200,000 in cash (the “Cash Payment”) to Seller on the Closing Date (subject to adjustment as provided further in this clause (a)), all of which shall be paid by check or by wire transfer of immediately available funds to an account of Seller as designated in writing by Seller to Buyer not more than three (3) Business Days prior to the Closing Date or at such other date and time as may be agreed upon by both parties. The Cash Payment will be (1) reduced by the amount of the Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) of the Business beginning April 1, 2006 through the Closing Date determined in accordance with Seller’s current GAAP and business management practices (e.g. monthly recognition of deferred revenue), (2) increased by the amount of any approved cash capital expenditures incurred by the Business from April 1, 2006 through the Closing Date and (3) reduced by an amount equal to the lesser of (A) $10,000.00 or (B) the amount, if any, by which the interest earned on the escrowed funds referenced allowable during the periods listed below (“Allowable Escrowed Funds”) is less than the imputed interest on such escrowed funds for the same period, calculated at the prime rate of interest quoted in the Wall Street Journal on August 31, 2005 as follows:

Period		Allowable Escrowed Funds
September 1, 2006 – December 31, 2005		$	4,000,000.00
January 1, 2006 – March 31, 2006		$	3,400,000.00
April 1, 2006 – June 30, 2006		$	3,000,000.00

The calculation of EBITDA will reflect a reduction of earnings attributable to payment of the management fees paid pursuant to Article IV. Simply as evidence that Buyer has funds available to make the Cash Payment at Closing, on or before August 31, 2005, Buyer shall deposit the Cash Payment in an escrow account pursuant to an escrow agreement in form and substance satisfactory to both Buyer and Seller.

(b) A non-interest bearing promissory note (the “Promissory Note”) in the amount of $1,200,000.00 as evidenced by a copy of such Promissory Note attached hereto as Exhibit A. The Promissory Note shall be secured by a lien on the Assets subject to customary subordination provisions required by Buyer’s senior lender.

The Buyer hereby agrees to prepay the amount owed under the Promissory Note in whole at the Closing by paying $1,200,000.00 (the “Note Prepayment”) to the Seller. The Seller agrees to cancel the Promissory Note and to discharge the Buyer’s obligations owed to the Seller thereunder upon receipt of the Note Prepayment.”

2. ARTICLE IV. MANAGEMENT AGREEMENT shall be amended and restated in its entirety and shall read as follows:

“ARTICLE IV. MANAGEMENT AGREEMENT

On or prior to August 31, 2005, Buyer and Seller shall execute and deliver a management agreement (the “Management Agreement”) pursuant to which Buyer will manage the Business prior to Closing. The Management Agreement will provide that, for this service, Seller will pay the Buyer a management fee as set forth in the Management Agreement which will be payable on the 1st and 16th day of each month during the term of such Management Agreement if the Closing has not occurred on or prior to the date that such payment is due (unless the Closing has not occurred as a result of Buyer’s failure to perform its obligation under this Agreement.”

3. Section 12.1 of ARTICLE XII. TERMINATION shall be amended to add Subsection (g) to state as follows:

(g) By Seller or Buyer, in its discretion, if the Closing of the transactions contemplated hereunder has not occurred on or before July 1, 2006. Further, in the event Seller elects to terminate this Agreement pursuant to this subsection (g), the Seller shall be obligated to pay the Buyer, the excess interest on Allowable Escrowed Funds through March 31, 2006 as described in Section 3.1(a)(2) of this Second Amendment”

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This Amendment is acknowledged and agreed to this 31^st day of March, 2006.

TELETOUCH PAGING, LP
By:		/s/ Xxxxxx Xxxxxxxxx
Name:		Xxxxxx Xxxxxxxxx
Title:		Managing Member
TELETOUCH COMMUNICATIONS, INC.
By:		/s/ Xxxxxx X. Xxxx, Xx.
Name:		Xxxxxx Xxxx, Jr.
Title:		Chief Executive Officer

Date: March 31, 2006

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