EXHIBIT 2.4.2
FIRST AMENDMENT
TO
ASSET PURCHASE AGREEMENT
This First Amendment to Asset Purchase Agreement is made and entered this 29th
day of May, 1998, effective May 1, 1998, by and between ADVANTAGE TECHNOLOGY,
INC., a Pennsylvania corporation ("Seller"), OPSEC ADVANTAGE, INC., a Colorado
corporation ("Buyer"), and XXXXXXX X. XXXXXXX AND XXXXXX X. XXXXX (the
"Shareholders").
RECITALS
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.A. The parties have executed an Asset Purchase Agreement effective May 1,
1998 (the "Agreement") pursuant to which Seller is selling and Buyer is buying
certain assets of Seller, and Buyer is assuming certain liabilities of Seller.
.B. The parties wish to amend the Agreement under the terms of this First
Amendment.
THEREFORE, in consideration of the recitals, the mutual promises, agreements,
representations, and closing of the Agreement, the parties agree as follows:
..1. Paragraph 1.1 Cash Payment, set forth in the Agreement, is deleted and
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replaced with the following:
1.1 Cash Payment. $2,000,000.00 to be paid in accordance with a non-
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negotiable promissory note delivered by Buyer to Seller at Closing (the
"Promissory Note") in the form prescribed by FIRST AMENDMENT EXHIBIT A
attached hereto and incorporated herein by reference.
..2. Paragraph 13.2 Closing Transactions, of the Agreement is modified to
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add the following:
13.2.12 Buyer shall execute and deliver the Promissory Note to Seller.
..3. In all other respects, the Agreement shall remain unmodified and in
full force and effect.
IN WITNESS WHEREOF, the parties have executed this First Amendment effective as
of the date stated above.
SELLER:
ADVANTAGE TECHNOLOGY, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President
BUYER:
OPSEC ADVANTAGE, INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Vice President
THE SHAREHOLDERS:
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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