AMENDMENT TO PURCHASE AGREEMENT
This Amendment modifies and amends the Purchase Agreement dated December 31,
1996 ("Purchase Agreement") by and between Network Imaging Corporation ("Network
Imaging") and CDR Enterprises ("CDRE"). In consideration of the mutual promises
contained herein and other good and valuable consideration, the sufficiency and
receipt of which are hereby severally acknowledged, the parties agree to amend
the Purchase Agreement as follows:
(a) The second sentence of the paragraph directly after Section 1(b) shall
be deleted and replaced with the following sentence:
"From the Closing Date forward, CDRE shall transfer to Network
Imaging, and Network Imaging shall receive from CDRE, the
Preferred Stock on the following installments: no less than
five hundred thousand (500,000) shares of Preferred Stock on
or before January 31, 1997; no less than five hundred thousand
(500,000) shares of Preferred Stock on or before March 31,
1997; and the balance no later than January 31, 1998."
(b) The last sentence of Section 3 shall be deleted and replaced with the
following sentence:
"Such interest is payable to CDRE on or before January 31, 1998."
(c) Section 6.1 shall be amended by deleting directly following the first
paragraph of that section the remainder of the section.
(d) A new Section 8 ("Additional Covenants of Network Imaging") shall be
added to the Agreement as follows, and the remaining sections of the
Agreement shall be appropriately numbered in sequence.
"8. Additional Covenants of Network Imaging.
a. Network Imaging agrees that it shall have completed
the documentation of the pledge on the shares of
Dorotech.
b. Network Imaging agrees that it shall report to CDRE
no later than the tenth business day following the
preceding month on the progress of the sale of
Dorotech.
c. Network Imaging and Dorotech each agree that CDRE
shall receive a report on the financial position and
change and commercial status of Dorotech no later
than the tenth business day following the preceding
quarter.
d. Network Imaging agrees that it shall pay all interest
on the amounts owed to CDRE pursuant to this
Agreement as soon as Network Imaging believes in good
faith that it has such funds available for such
payment; however, in no event shall such payment be
made later than January 31, 1998. Network Imaging
agrees that this interest payment shall take
precedence to any dividend payment that may be made
to any other party.
e. In the event that CDRE forecloses on the Dorotech
shares, pursuant to the terms contained herein in
this Agreement, and CDRE elects to retain and
continue the services of Regent Associates, and with
their prior written consent, Network Imaging shall
deliver to CDRE all of the materials in its
possession related to the sale of Dorotech."
This Amendment is effective May 30, 1997. Except as specifically modified and
amended herein, all other terms and conditions of the Purchase Agreement shall
remain in full force and effect.
Accepted by CDRE: Accepted by Network Imaging:
By: /s/ Xxxx Fontourey By: /s/ Xxxxx X. Xxxxxxx
Signature Signature
Print Name: Xxxx Fontourey Print Name: Xxxxx X. Xxxxxxx
Title: illegible Title: VP & CFO
