EXHIBIT 10.8
AMENDMENT TO
ACQUISITION AGREEMENT
THIS AMENDMENT TO ACQUISITION AGREEMENT, made and entered into as of
July 9, 1999, by and among, USA Digital, Inc., a Nevada corporation (the
"Holding Company"), DSA Computers, Inc., a Florida corporation (the "Acquired
Company"), and Xxxxx Xxxx, an individual residing in Florida (the "Seller").
W I T N E S S E T H:
WHEREAS, the Holding Company, the Acquired Company and Seller entered
into that certain Acquisition Agreement dated July 2, 1999 (the "Acquisition
Agreement");
WHEREAS, the parties to the Acquisition Agreement have agreed to amend
the Acquisition Agreement to correct an inacurracy and clarify a representation
as provided herein.
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Section 2.02 of the Acquisition Agreement is hereby amended to
revise the designation of the preferred stock of the Holding Company from "Class
B Convertible Preferred Stock, Series 1" to "Class B Convertible Redeemable
Preferred Stock, Series 2".
2. All references to "DSA Computer, Inc". in the Acquisition Agreement
shall be deemed to mean "DSA Computers, Inc."
3. In Section 4.03(d) of the Acquisition Agreement, the Holding Company
represented that 2,377,000 shares of common stock were issued and outstanding.
This number does not include 325,000 shares of common stock which were issued,
and are still outstanding, in connection with a transaction which the Holding
Company is currently suing to rescind, as further described in Schedule 4.03(h)
of the Acquisition Agreement.
4. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed thereto in the Agreement.
5. Except as amended or clarified herein, the Acquisition Agreement
shall remain in full force and effect.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
USA DIGITAL, INC.
By:
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Xxxx X. Xxxx, President
DSA COMPUTERS, INC.
By:
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Xxxxx Xxxx, President
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XXXXX XXXX, individually
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