Exhibit 10.2
AMENDMENT TO
ASSET PURCHASE AGREEMENTS
This Amendment number one (the "Amendment") to that certain Asset Purchase
Agreement (the "Purchase Agreement") dated as of January 21, 2004 by and between
Progressive Ventures, Inc., a Texas corporation ("Seller") and Global Axcess
Corporation, a Nevada corporation ("Buyer") is entered into as of February 2,
2004 by and between the Buyer and Seller.
WHEREAS, Buyer and Seller are parties to the Purchase Agreement; and
WHEREAS, Buyer and Seller desire to change the Closing Date (as defined in
the Purchase Agreement) from February 15, 2004 to February 2, 2004 and to make
certain other changes as a result therof.
NOW, THEREFORE, in consideration of the mutual agreements contained herein,
and for ten dollars and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, the parties hereby
agree as follows:
AGREEMENT
1. Purchase Price.
The subsection entitled "Purchase Price; Payment" under Section 2 of the
Purchase Agreement is hereby amended by adding the words "and Section 2.2"
immediately following the words "Section 6" therein.
2. Expense Payments.
(a) Section 2.2 of the Purchase Agreement is hereby amended by the
deletion of "February 15" contained in the first and second sentences thereof
and the substitution of "February 1" in their stead.
(b) Section 2.2 of the Purchase Agreement is hereby amended by the
deletion of the third and fourth sentences thereof and the substitution of the
following text in their stead;
Seller shall submit to Buyer on or prior to February 15, 2004, copies of
clients, vendors, investors, Coredata, advertising associations and
merchant statements showing all balances due and owing to such parties
relating to periods on and prior to February 1, 2004 have been paid in full
and are showing a $0 balance. If for any reason Seller has not paid for any
obligations relating to periods prior to February 1, 2004, under any of the
aforementioned agreements, or any other unpaid expenses relating thereto,
in each case, on or prior to February 15, 2004, then Buyer may pay such
amount and any amounts so paid by Buyer shall be deducted from the
Holdback. Within five business days after Buyer notifies Seller of such
payment and provides evidence thereof, Seller shall deliver to Buyer or to
the holder of the Holdback if Buyer has been reimbursed therefrom, the
amount of such payment. If the Holdback is not sufficient to satisfy all
such payments made by Buyer, Seller shall remain liable for any deficiency.
3. Closing Date.
Section 3.1 of the Purchase Agreement is hereby amended by the
deletion of "February 15" therein and the substitution of "February 2" in its
stead.
4. Merchant Expenses/Coredata Proceeds.
Section 5.7 of the Purchase Agreement is hereby deleted in its entirety and
the following text is substituted in its stead:
5.7 Merchant Expenses/Coredata Proceeds.
(a) Seller shall be entitled to all proceeds from the Coredata
Agreement and be liable for all merchant expenses under the Merchant Agreements,
in each case, that relate to periods prior to February 1, 2004.
(b) Buyer shall be entitled to all proceeds from the Coredata
Agreement and be liable for all merchant expenses under the Merchant Agreements,
in each case, that relate to periods on or after February 1, 2004.
(c) Buyer agrees that, after the Closing, it shall promptly remit to
Seller any proceeds it receives from Coredata that relate to periods prior to
February 1, 2004. Seller agrees to promptly remit to Buyer any Coredata proceeds
it receives that relate to periods on or after February 1, 2004. As of the
Closing Date, Seller represents that it has not received any proceeds from
Coredata that relate to the month of February, 2004.
5. Holdback.
The sixth and seventh sentences of Section 6 of the Purchase Agreement are
herby deleted in their entirety and the following text is substituted in its
stead:
Within ten (10) days after the completion of the six (6) month Holdback
period, Buyer will pay to Seller the Holdback amount, less (i) any loss
incurred by Buyer due to lost contracts using the formula specified in this
Agreement, and (ii) any expenses paid by Buyer that relate to periods prior
to February 1, 2004 pursuant to Section 2.2.
4. Miscellaneous.
Except as modified herein, the Purchase Agreement shall remain in full
force and effect. The provisions of this Amendment shall be governed by the laws
of the state of Florida. This Amendment constitutes the entire agreement between
the parties with respect to the subject matter hereof. This Amendment may be
executed in one or more counterparts, any one of which need not contain the
signatures of more than one party, but all such ounterparts taken together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above stated.
PROGRESSIVE VENTURES, INC. GLOBAL AXCESS CORPORATION
By:____________________________________ By:_________________________________
Name: Name:
Title: Title: