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Exhibit 2(b)
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SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
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This Second Amendment to the Asset Purchase Agreement of August 30, 1996
(the "Agreement") between Progressive Computer Systems, Inc. ("PCS"), ASA
International, Inc. ("ASA"), and Xxxxxxx Xxxxxxx, Esq. ("Receiver") is executed
this 15th day of November 1996.
1. CONSTRUCTION. Except as expressly modified hereby, the terms of the
Agreement, and the First Amendment to the Agreement remain in full
force and effect. In the event of any conflict between this Amendment
and the Agreement (including the First Amendment to the Agreement), the
terms of this Second Amendment shall govern.
2. ASSUMPTION OF CERTAIN LIABILITIES. Between the date of the Agreement
and the date of this Amendment, PCS has booked receivables which,
pursuant to the Agreement, will be collected by ASA. To insure that PCS
customers obtain the benefits of their contracts with PCS, ASA does
hereby agree, to the extent that it obtains the right to collect
receivables, or any part thereof, it shall assume all of PCS'
obligations with regard to providing goods and services to which PCS is
obligated. Specifically, and without limiting the generality of the
forgoing, ASA shall assume PCS' obligations to Xxxxxx pursuant to that
certain Purchase Agreement between PCS and Xxxxxx.
3. TREATMENT OF CERTAIN DEPOSITS AS ADVANCES. The parties agree that
the deposit made by Xxxxxx should have been applied paid to ASA in
reduction of the interim loan which ASA made pursuant to Section 6(b)
of the Agreement. Such deposit was used for other purposes, including,
but not limited to the reduction of PCS' line of credit with Enterprise
Bank, a secured creditor. The parties agree that to the extent that the
Xxxxxx deposit was used for purposes other than that contemplated in
Section 6(b), that the deposit shall be deemed an further advance by
ASA.
4. RECEIVER'S CONSENT. By his signature below, Receiver does hereby
consent to the terms of this Second Amendment.
4. EXECUTION BY FACSIMILE AND IN COUNTERPARTS. The parties may execute
this Second Amendment to the Agreement in counterpart. Facsimile
transmissions of signatures, shall, for all purposes, be treated as
original signatures. This Second Amendment shall be effective upon the
transmission of a signature page duly executed by each part to the
others.
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Done the dates below indicated.
PROGRESSIVE COMPUTER SYSTEMS, INC., "PCS"
/s/ Xxxx X. Xxxxxx
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Dated: 11/15/96
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ASA INTERNATIONAL, INC.[sic], "ASA"
/s/ Xxxxxx X. Xxxxxxxx
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Dated: November 15, 1996
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XXXXXXX XXXXXXX, ESQ., "RECEIVER"
/s/ Xxxxxxx Xxxxxxx
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Dated: 11/15/96
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