Amendment to Asset Purchase and Sale Agreement
Amendment made this 29th day of March, 2002 by and between ePlus
Technology, Inc., a Virginia corporation, with a principal place of business at
400 Herndon Parkway, Herndon, VA 20170 ("Buyer") and Elcom Services Group, Inc.,
a Delaware corporation, with a principal place of business at 10 Oceana Way,
Norwood, MA 02062 (the "Seller"), elcom, inc., a Delaware corporation, with a
principal place of business at 10 Oceana Way, Norwood, MA 02062 ("elcom") , and
Elcom International, Inc., a Delaware corporation, with a principal place of
business at 10 Oceana Way, Norwood, MA 02062 ("EII"). Collectively, the Seller,
elcom and EII are referred to herein as the "Elcom Group".
Whereas, the parties have entered into an Asset Purchase and Sale Agreement
dated March 25, 2002 (the "Agreement")
Whereas, the parties desire to amend the Agreement.
Now, therefore, for good and valuable consideration, the parties hereto
agree as follows:
1. Delete the terms "the Preferred Supplier Agreement" from Section 1.1
of the Agreement.
2. Delete Section 1.1 of the Agreement and insert the following new
Section 1.1:
1.1 "Preferred Supplier Agreement": a mutually agreed preferred
supplier agreement as described in Section 8.12.
3. Delete Section 1.7 and insert the following new Section 1.7:
1.7. "Purchase Price": Two million one hundred fifty thousand dollars
($2,150,000) to be paid by wire transfer at Closing.
4. Insert the following two new sections in Section 1 of the Agreement:
1.12 "Escrow Amount": such amount to be determined by the parties in
accordance with the Managed Services Agreement; provided in no
event shall such amount exceed six hundred thousand dollars
($600,000).
1.13 "Payroll Obligation": the Seller's obligation to pay salary to
the Transferred Employees for the period from March 25, 2002 to
March 31, 2002, which such amount is approximately equal to one
hundred sixty nine seven hundred fifty dollars ($169,750).
5. Notwithstanding anything contained in Section 6 of the Agreement, upon
the date of Closing all Non-Disclosure Agreements by and between the
parties shall terminate.
6. Delete the third sentence of Section 7.1.
7. Delete Section 7.1.3 and insert in its place the following section:
7.1.3 The Purchase Price less the Escrow Amount and the Payroll
Obligation shall be paid by Buyer to the Sellers by wire transfer
in accordance with Sellers' instructions.
8. Delete Section 7.1.8.
9. Notwithstanding anything contained in Section 8.4, the
non-solicitation requirements set forth therein shall not apply with
respect to Ken Frade.
10. Delete Section 8.9.
11. Insert the following new Sections:
8.10 All terms and conditions contained in Section 8 shall become
effective at midnight on March 31, 2002.
8.11 All restrictions on employees imposed by Seller to the extent
assignable are assigned to Buyer and Seller hereby waives the
right to enforce said restrictions without Buyer's express
direction.
8.12 elcom and Buyer agree that they shall execute and deliver a
Preferred Supplier Agreement within ten (10) days of the Closing.
Such agreement shall provide that if elcom is requested by a user
of its eProcurement solutions to provide recommendations of a
provider of information technology products and financing
solutions to purchase information technology products, elcom
shall offer the Buyer solutions to its users as elcom's preferred
provider of IT Products and financing solutions for the purchase
of IT products. Buyer shall pay elcom a mutually agreed portion
of revenues received by Buyer from such user in consideration of
elcom offering the Buyer solutions. elcom shall have no liability
if any user decides not to select the Buyer solutions or if it
selects the Buyer solutions and Buyer fails to earn any revenue
from such arrangement.
8.13 Within two (2) business days of delivery to Buyer of evidence
that Seller has paid to the Transferred Employees the Payroll
Obligation, Buyer shall pay to Seller the Payroll Obligation by
wire transfer. In the event that Buyer fails to pay to Seller the
Payroll Obligation in accordance herewith, without prejudice to
any other remedy, Seller may terminate the Managed Services
Agreement by providing written notice of termination to Buyer.
12. Delete Section 10.1.4 and insert the following new Section 10.1.4:
10.1.4 The parties shall have executed and delivered a version of each
of the Managed Services Agreement and the Middleware Software
License Agreement satisfactory to the parties.
13. Unless otherwise as provided herein, the Agreement shall remain in
full force and effect and to the extent of any conflict between the
terms and conditions of this Amendment and the Agreement, the terms
and conditions of this Amendment shall govern.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the date first set forth above.
ELCOM SERVICES GROUP, INC.
By: /s/ Peter A. Rendall
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Name: Peter A. Rendall
Title: Chief Financial Officer
ELCOM INTERNATIONAL, INC.
By: /s/ Peter A. Rendall
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Name: Peter A. Rendall
Title: Chief Financial Officer
elcom, inc.
By: /s/ Peter A. Rendall
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Name: Peter A. Rendall
Title: Chief Financial Officer
ePlus Technology, Inc.
By: /s/ Kley Parkhurst
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Name: Kley Parkhurst
Title: SVP, Sec. & Treasurer