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Exhibit 2.9
FIRST AMENDMENT
TO
AGREEMENT OF PURCHASE AND SALE
This First Amendment to Agreement of Purchase and Sale ("Amendment") is
entered into effective as of May 1, 1998 by and among ALPHA MICROSYSTEMS, a
California corporation ("Buyer"), and M&J TECHNOLOGIES, a Florida corporation
("Seller"), with reference to the following facts:
A. Buyer and Seller entered into that certain Agreement of Purchase and
Sale on the 19th day of February, 1998 (the "Agreement").
B. Buyer has subsequently purchased certain assets of American Computer
Enhancements, Inc. ("ACE"), including its customer list (the "ACE Customer
List").
C. The parties desire to amend the Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. All terms defined in the Agreement shall have the same meanings when
used herein.
2. Buyer may, in its sole and absolute discretion, license the ACE
Customer List to Seller for the sole purpose of enabling Seller to (i) solicit
hardware maintenance contracts on Buyer's behalf; and (ii) sell hardware
products. Seller agrees, as a condition to such license, that it will not (i)
provide hardware maintenance services, whether on a time and materials basis or
contract basis or otherwise, to any customer on the ACE Customer List; (ii)
refer any customer on the ACE Customer List to any service provider other than
Buyer; or (iii) disclose the ACE Customer List to any other person or entity.
Buyer's license to Seller of the ACE Customer List shall be effective upon the
delivery of the ACE Customer List to Seller.
3. To the extent as a result of the efforts of Seller, Buyer enters into
any agreements with a customer on the ACE Customer List to provide hardware
maintenance service on a fixed fee basis for a fixed period of time, such
agreement shall be deemed to be a "Transferred Service Contract" for the
purposes of calculating Post Closing Actual Monthly Contract Revenue pursuant to
Section 2.04(e) of the Agreement.]
4. Except as set forth herein, the Agreement remains in full force and
effect.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
ALPHA MICROSYSTEMS,
a California corporation
By:
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Its:
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M&J TECHNOLOGIES,
a Florida corporation
By:
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Its:
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