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EXHIBIT 2.2
AMENDMENT TO
ASSET PURCHASE AGREEMENT
AMENDMENT TO ASSET PURCHASE AGREEMENT ("Amendment"), dated as of
October 7, 1997, between IT Network, Inc. a Texas corporation ("Buyer") and
Brite Voice System, Inc., a Kansas corporation ("Seller").
WHEREAS, Seller and Buyer have entered into an Asset Purchase
Agreement dated as of September 23, 1997 (the "Agreement") and the parties
desire to enter into this Amendment for the purpose of clarifying the
Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, Seller and Buyer agree as follows:
1. Amendment. The terms of the Agreement shall remain unchanged
and in full force and effect, unless expressly amended by this Amendment.
2. Definition Clarification. The definition of the term
"Business" as set forth in Section 1.1 of the Agreement is amended to include
the following sentence at the end thereof:
"Such term shall not include either the sale of advertising
sponsorships to various categories of CityLine audiotex information
made available through audiotex systems owned or leased to CityLine
customers or the management of such audiotex systems and advertisers
for such CityLine customers.
3. Schedule 1.1(a).
3.1 The list of written contracts attached to Schedule
1.1(a) is amended by adding under the category "Suppliers" at page 14
thereof, the following contracts:
Customer Name Type Agreement Date
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ACCU Weather Agreement January 6, 1995
BPI Entertainment News Wire Letter Amendment October 1, 1997
Commodity Quotations, Inc. Xxxxxxxx Service Marketing November 6, 1990
Representative Agreement
The Western Information Network Amendment to Letter Agreement January 9, 1997
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3.2 Schedule 1.1(a) is amended by adding new paragraphs 5
and 6 at page 1 thereof as follows:
"5. Seller has an oral agreement with BPI Entertainment
News Wire for the use of BPI's Billboard Charts.
Seller currently pays BPI Entertainment News Wire a
monthly fee of $560.00.
6. Seller has an oral agreement with Network Music for
the use of music in connection with audiotex
information. Seller currently pays Network Music a
monthly fee of $172.50."
3.3 Schedule 1.1(a) shall be deemed amended as of the
date of the Agreement, as if said Schedule had originally contained
references to the foregoing contracts.
IN WITNESS WHEREOF, the parties have executed this Amendment, or
caused this Amendment to be executed by their duly authorized representatives,
as of the day and year first above written.
IT NETWORK, INC.
By: /s/ Xxx X. Xxxxxxxx
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Xxx X. Xxxxxxxx
Executive Vice President
BRITE VOICE SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Executive Vice President
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