Exhibit 10.2
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this "Amendment") is
dated and effective as of March 31, 2005, by and among Axtive Corporation, Inc.,
a Delaware corporation ("Axtive"), Axtive Acquisition Corp., a Texas corporation
and a wholly owned subsidiary of Axtive ("Purchaser"), Datatek Group
Corporation, a Texas corporation ("Seller"), and Diversified Corporate
Resources, Inc., a Texas corporation and the sole shareholder of Seller (the
"Shareholder").
WITNESSETH:
WHEREAS, Axtive, Purchaser, Seller, and Shareholder have entered into that
certain Asset Purchase Agreement, dated as of February 1, 2005, with respect to
the Asset Purchase (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement as herein provided.
NOW, THEREFORE, in consideration of the premises, the agreements contained
herein and other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the parties, intending to be legally bound, agree
as follows:
1. Each capitalized term used but not defined in this Amendment shall have
the meaning ascribed to such term in the Agreement.
2. Section 3.5 is hereby amended in its entirety to read as follows:
3.5 Closing. The consummation of the purchase of the Assets and the
other transactions contemplated by this Agreement (the "Closing") shall
take place at the offices of Gardere Xxxxx Xxxxxx LLP, 0000 Xxx Xxxxxx,
Xxxxx 0000, Xxxxxx, Xxxxx 00000-0000, on April 15, 2005, and shall be
effective as of 6:30 p.m., Central Time, on such date, or at such other
time and date as Purchaser and Seller may mutually agree, which in no
event shall be later than three Business Days following the satisfaction
of the final condition to Closing under ARTICLE IX, which date and time
shall be referred to as the "Closing Date."
3. Section 11.1(b) is hereby amended in its entirety to read as follows:
(b) by either Seller or Purchaser, by giving written notice of
such termination to the other party, if Closing has not occurred on
or prior to April 30, 2005; provided, however, that the terminating
party is not then in material breach of its obligations under this
Agreement.
4. All references to the Agreement in any document shall refer to the
Agreement as amended hereby.
5. As amended hereby, the Agreement remains in full force and effect and
is hereby ratified and confirmed.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
on March 31, 2005, to be effective for all purposes as of the date first written
above.
AXTIVE ACQUISITION CORP.
By: /s/ XXXXXX X. XXXXXXX III
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Xxxxxx X. Xxxxxxx III
President
AXTIVE CORPORATION.
By: /s/ XXXXXX X. XXXXXXX III
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Xxxxxx X. Xxxxxxx III
President and Chief Operating Officer
DATATEK GROUP CORPORATION
By: /s/ J. XXXXXXX XXXXX
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Name: J. Xxxxxxx Xxxxx
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Title: C.E.O.
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DIVERSIFIED CORPORATE RESOURCES, INC.
By: /s/ J. XXXXXXX XXXXX
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Name: J. Xxxxxxx Xxxxx
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Title: C.E.O.
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