Exhibit 10.55
AMENDMENT TO ASSET PURCHASE AGREEMENT
This Amendment dated November 6, 2001 amends that certain Asset Purchase
Agreement dated November 2, 2001 by and between Wareforce Incorporated
("Seller") and BML Technologies, Inc. ("Buyer") (the "APA") as follows:
1. Closing shall be November 6, 2001. Closing Date shall be November 2,
2001.
2. Buyer agrees that it is willing to accept unfiled Lien Releases from
Congress Financial Corp. (Western) ("Congress"), Deutsche Financial
Services ("DFS"), and Xxxxxxx X. Xxxxx ("Xxxxx").
3. Seller's counsel hereby acknowledges that he has been informed by
counsel for Congress that counsel for Congress has prepared Lien
Releases and said counsel for Congress has informed Seller's counsel
that the same will be filed as concurrently with Closing as is possible.
4. Seller's counsel hereby acknowledges that he has been informed by
counsel for Xxxxx that counsel for Xxxxx is preparing Lien Releases and
said counsel for Xxxxx has informed Seller's counsel that the same will
be filed as concurrently with Closing as possible.
5. Seller's counsel hereby acknowledges that he has been informed by
counsel for Xxxxx that counsel for Xxxxx is in possession of Lien
Releases prepared by DFS and that said counsel for Xxxxx has informed
Seller's counsel that the same will be filed by him as concurrently with
Closing as possible.
6. Seller's counsel believes that Lien Releases to be filed by the various
parties are will be filed in all States where originals were filed,
including but not limited to Minnesota, California, Missouri, and
Florida.
7. Buyer is willing to accept Seller's failure to provide lien releases for
other liens of record, if any and Seller agrees to cooperate with Buyer
to resolve any future issues that arise in connection therein.
8. Seller's counsel represents that the Seller is in good standing with the
California Secretary of State and will produce a certificate to such
effect as soon as possible after Closing.
9. Seller's counsel represents that the APA executed and forwarded to Buyer
by Federal Express on November 5, 2001, was identical to the one sent on
November 2, 2001 at 12:23 A.M. via email except for final changes
requested by Buyer in email dated November 2, 2001 at 12:23 P.M., and
the changes to 8(g) related to the Congress Assignment and corrections,
if any, for typographical errors and formatting.
10. Seller's counsel represents that the schedules attached to the executed
APA sent via Federal Express to the Buyer on November 5, 2001 are
identical to those Seller stated to Seller's counsel were previously
sent by Buyer to Seller.
BMT Technologies, Inc. Wareforce Incorporated
/s/ Xxxxxx Xxxxxxxxx /s/ Xxx Xxxxxx /s/ Xxx Xxxxxxxx
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Xxxxxx Xxxxxxxxx Xxx Xxxxxx Xxx Xxxxxxxx
President President Counsel for Wareforce
