EXHIBIT 10.5
SECOND AMENDMENT
TO THE ASSET PURCHASE AGREEMENT
BETWEEN
COMPU-XXXX, INC. AND GLOBAL PC, INC.
Both parties have agreed that in the event Compu-XXXX, Inc. does not
successfully close bridge financing and transfer a minimum of $500,000 to Global
PC's Silicon Valley Bank account by Friday, October 1, 1999, which is not
contemplated, Global PC, Inc. may terminate the Asset Purchase Agreement between
Compu-XXXX, Inc., and Global PC, Inc., Xxxxx Xxxxxxxxx and Xxxx Xxxxxxx dated
July 30, 1999 and amended on September 24, 1999. In the event that the Asset
Purchase Agreement does need to be terminated, Compu-XXXX, Inc. will use its
best efforts to expedite that process to enable Global PC, Inc. to attempt to
find alternative interim and long term financing quickly.
It is further agreed by both parties that in the event the Asset Purchase
Agreement between Compu-XXXX, Inc. and Global PC, Inc., Xxxxx Xxxxxxxxx and Xxxx
Xxxxxxx is terminated by Global PC, Inc. under the aforementioned conditions,
Global PC, Inc. will grant to Compu- XXXX, Inc. equity in Global PC in the 10%
to 20% range based on and in consideration for Compu-DAWN's significant
financial, management and third party relationship building contributions made
to Global PC, Inc. during the past 120 days. The exact percentage will not be
solely based on the financial contribution, but will take into consideration all
the contributions that helped move the Global PC project forward during the
timeframe of the relationship.
Compu-XXXX, Inc. Global PC, Inc.
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Xxxx Theale Date Xxxx Xxxxxxx Date
Vice Chairman Chief Executive Officer
