Exhibit 10.2
Amendment to Existing Agreements
Dialog4 System Engineering GmbH
AMENDMENT TO EXISTING AGREEMENTS
AND
CLOSING STATEMENT
This Amendment to Existing Agreements ("Amendment") is dated as of
this 18th day of January, 2002, and is by and among Dialog4 System Engineering
GmbH, a German corporation ("Dialog4"), Berthold Burkhardtsmaier ("Berthold"),
▇▇▇▇▇▇▇▇ Burkhardtsmaier ("▇▇▇▇▇▇▇▇"), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇"), Circuit
Research Labs, Inc., an Arizona corporation ("CRL"), CRL Systems, Inc., a
Nevada corporation doing business as ▇▇▇▇▇, Inc. ("CS"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ("▇▇▇").
A. All parties except ▇▇▇ are parties to an Asset Sale and Purchase
Agreement dated November 16, 2001, (ASPA). CRL and Berthold are parties to a
Service Contract dated November 16, 2001. CRL and Dialog4 are parties to a
Security Agreement dated November 16, 2001. Dialog4, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
and ▇▇▇ are parties to a Stock Purchase Agreement dated as of November 16, 2001.
These agreements and other documents executed in connection therewith relate to
the sale of certain assets of Dialog4 to CS and other related matters, and are
herein referred to collectively as the "Agreements."
B. The Agreements are by their terms not effective until certain
contingencies have occurred. Those contingencies have not yet occurred and the
Agreements are not effective. The parties have agreed to waive the
contingencies and to proceed with the transaction of sale, but only on condition
that the terms of the Agreements be amended in accordance with this Amendment.
C. The Agreements are hereby amended to provide the following:
1. The purchase price for Dialog4 is $750,000 plus 1,250,000 shares of CRL
payable in accordance with article 4.2b of the ASPA.
(a) CRL will pay by issuance of shares the amount 1,250,000 shares to
Dialog4 and take ownership and control of the Sold Assets of Dialog4 in
accordance with 4.2b of the ASPA.
(b) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ will personally pay or become obligated to pay
the $750,000 in accordance with article of 4.2a of the ASPA with the first
installment payable February 1, 2002.
2. The Sold Assets shall hereby be transferred to CS in accordance with
article 5 of the ASPA, subject to the further matters set forth in the
Agreement. Dialog4 will not have a lien on the assets at this time.
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Amendment to Existing Agreements
Dialog4 System Engineering GmbH
3. The parties hereto agree that the transfer of only the intangibles as
defined under article 1.1c,aa)(schedule 4),bb)(schedule 5) shall be subject to
the condition precedent that full payment of the USD $750,000 is made by ▇▇▇, CS
or CRL to Dialog4. All other assets will transfer upon consummation in
accordance of the Sale and Purchase as set forth of article 5 of the ASPA.
4. The parties hereto agree to amend section 6 sentences 1 of the stock
purchase agreement as follows. The stock purchase price of the Stock purchased
by buyer shall be USD $1.00 per share plus 10 percent. All other provisions of
the stock purchase agreement shall remain.
5. The sale will be completed or cancelled on or before December 31, 2002.
As part of this transaction ▇▇▇ and CRL agree as follows:
(a) If ▇▇▇▇▇▇ approves the total transaction or if, as a result of
the restructuring of the debt to ▇▇▇▇▇▇, ▇▇▇▇▇▇ no longer has the right to
approve or disapprove the transaction, within 30 days of that date CS shall
complete the transaction by reimbursing ▇▇▇ for any sums paid by ▇▇▇ to
Dialog4.
(b) If required approval by ▇▇▇▇▇▇ is not obtained by December 31,
2002, CRL shall complete the transaction by selling the assets and business
of Dialog4 to ▇▇▇. ▇▇▇ shall reimburse CRL $1,250,000 for the stock
issued to Dialog4.
(c) No adjustment for cash flow surplus or deficit during the year
shall be made if either event because the principal customer of Dialog4 is
CRL and we could not accurately determine what the cash flow would have
been if Dialog4 had been independent and CRL was required to pay for
product the same way any other customer would have been.
D. All contingencies to Closing contained in the Agreements are
hereby waived.
E. All provisions of the Agreements not inconsistent with the above
amendments remain in full force and effect. The Security Agreement is
inconsistent with the above amendments and is terminated and cancelled. The
parties will cooperate with each other to execute such documents and take such
actions as will effectuate the purpose of the transaction set forth in the
Agreements as modified herein.
F. The delivery of the shares of CRL to Dialog4 and the transfer of
ownership of the assets from Dialog4 to ▇▇▇▇▇ shall occur on January 18, 2002
and shall be effective as of January 1, 2002. (Closing Date)
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Amendment to Existing Agreements
Dialog4 System Engineering GmbH
DATED as of this 18th day of January, 2002.
CIRCUIT RESEARCH LABS, INC., an Arizona
corporation
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Treasurer and CFO
CRL SYSTEMS, INC., a Nevada corporation
d/b/a ▇▇▇▇▇, Inc.
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Treasurer and CFO
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
DIALOG4 SYSTEM ENGINEERING GmbH, a
German corporation
By /s/ B. Burkhardtsmaier
-----------------------------------
Name: B. BURKHARDTSMAIER
Title: MANAGING DIRECTOR
/s/ B. Burkhardtsmaier
-----------------------------------
Berthold Burkhardtsmaier
/s/ ▇▇▇▇▇▇▇▇ Burkhardtsmaier
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▇▇▇▇▇▇▇▇ Burkhardtsmaier
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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