EXHIBIT 10.2(b)
Amendment OF
ASSET PURCHASE AGREEMENT
This Amendment to Asset Purchase Agreement (the "Amendment") is entered
into as of this ________ day of January, 2005, by and among Xxxxx Xxxxx, a
natural person (the "Seller"), and Cyber Defense Systems, Inc., a corporation
organized under the laws of the State of Florida and a wholly owned subsidiary
of On Alert Systems, Inc. a Nevada Corporation (the "Company" or the "Buyer").
They may be referred to as a Party and collectively as the Parties.
W I T N E S S E T H:
WHEREAS, the Seller and Buyer previously entered into an Asset Purchase
Agreement dated March 5, 2004 (the "Agreement");
WHEREAS, the Buyer is being merged into Cyber Defense Systems, Inc.; and
WHEREAS, certain aspects of the transaction contemplated by the Agreement
need to be revised.
N O W T H E R E F O R E ,
In consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree the sections of the Agreement shall be amend to
read as follows.
1. In Paragraph 2.1, the second paragraphs (a) and (b) are renumbered as
subparagraphs (c) (i) and (ii) and are amended to read as follows:
(c) "Royalty Payment" shall mean a sum of money equal to:
(i) 5% of the Gross Profit of each Cyber Bug and Cyber Scout sold
during the life of any patent covering the Intellectual Property,
not to exceed twenty (20) years from the date of this Agreement,
less sales taxes, shipping and commissions.
(ii) The Royalty Payment shall be due thirty (30) days after Company's
receipt of entire purchase price of the units sold.
2. Paragraph 2.2 is amended to read as follows:
Section 2.2 No Assumption of Liabilities.
It is understood and agreed that there are no liabilities assumed by Buyer.
3. Paragraph 5.7(b) is amended to read as follows:
(b) If Seller is not an employee of Company, then beginning from the
Closing Date, and over a period of 180 non-consecutive Business Days
thereafter, the Seller shall make himself available to provide
additional consulting time of up to 60 hours a month.
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4. Paragraph 8.2 is amended as follows:
Section 8.2 Assignment.
This Agreement and the Parties' rights and obligations under this Agreement
may not be assigned by a Party to another Person without the prior written
consent of the other Party; provided, however, that the Company shall be
entitled to assign its rights and benefits under this Agreement (including its
rights in and to the Acquired Assets) to any of its Affiliates or to any third
party.
5. Exhibit A is amended to read as follows:
EXHIBIT "A" TO ASSET PURCHASE AGREEMENT
DESCRIPTION OF ASSETS
An assignment of the entire worldwide rights to the Intellectual Property
related to the Cyber Scout and Cyber Bug.
Any existing prototypes of the Cyber Scout, Cyber Bug and components
thereof.
6. Buyer and Seller both acknowledge Seller has already paid for and received
the 1,000,000 shares of Company stock mentioned paragraphs 2.1 (b) and 2.4
(b)(ii) and (iii).
WHEREFORE, The Parties hereto have caused this Amendment to be effective as
of the date first above written.
THE COMPANY:
Cyber Aerospace Corp.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, CEO
THE SELLER:
Xxxxx Xxxxx
By:/s/ Xxxxx Xxxxx
Xxxxx Xxxxx, an Individual
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