FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment") is
entered into as of this 31 day of August, 2006, by and among DIALOG GROUP, INC.,
a Delaware corporation ("Dialog Group"), and its wholly-owned subsidiaries,
HEALTHCARE DIALOG, INC., a Delaware corporation ("Healthcare Dialog"), and DATA
DIALOG, INC., a Delaware corporation ("Data Dialog"; together with Dialog Group
and Healthcare Dialog, the "Seller" and each a "Seller Entity"), all with a
principal business address at 000 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000; and DIALOG MARKETING SERVICES, INC., a Delaware corporation, with a
principal business address at 0 Xxxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000-0000,
or its designee ("Purchaser"). Seller and Purchaser are collectively referred to
herein as the "Parties" and individually as a "Party."
WHEREAS, the Parties entered into an Asset Purchase Agreement dated as of
August 31, 2006 (the "Purchase Agreement"); and
WHEREAS, the Parties desire to amend the Purchase Agreement for the
purposes set forth herein, including, without limitation, to clarify the intent
of the parties with respect to the transfer of certain sums on deposit for the
account of Seller.
NOW, THEREFORE, the Purchase Agreement is hereby amended as follows:
1. Section 2(b)(viii) of the Purchase Agreement is deleted in its entirety
and replaced with the following:
"(viii) the lease for Seller's leasehold office space in New York,
New York, the lease for Seller's leasehold office space in Sunrise,
Florida (together, the "Leases"), and all security or other deposits held
for the account of any Seller Entity by or on behalf of the landlords
pursuant to the terms of the Leases; and"
2. Except as amended hereby, the terms and provisions of the Purchase
Agreement are hereby ratified and shall remain in full force and effect without
modification or amendment.
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IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment
to Asset Purchase Agreement as of the date first set forth above.
Seller:
Attest: DIALOG GROUP, INC.
By: /s/ Xxxxx XxXxxxxxxxx
------------------------------- -------------------------------
Name: Xxxxx XxXxxxxxxxx
Title: President
HEALTHCARE DIALOG, INC.
By: /s/ Xxxxx XxXxxxxxxxx
------------------------------- -------------------------------
Name: Xxxxx XxXxxxxxxxx
Title: President
DATA DIALOG, INC.
By: /s/ Xxxxx XxXxxxxxxxx
------------------------------- -------------------------------
Name: Xxxxx XxXxxxxxxxx
Title: President
Purchaser:
DIALOG MARKETING SERVICES, INC.
By: /s/ Xxxxxx Xxxxxxx
------------------------------- -------------------------------
Name: Xxxxxx Xxxxxxx
Title: President and Chief Executive
Officer
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