Amendment No. 2 to Asset Purchase Agreement between Rubin Systems Inc., Howard Rubin, and META Group, Inc.

Summary

This amendment updates the Asset Purchase Agreement originally made between Rubin Systems Inc., Howard Rubin, and META Group, Inc. It revises the list of contractor obligations assumed by META Group and replaces a previous personnel schedule with a new one. The amendment clarifies that its terms take precedence over earlier versions in case of conflict, and all other terms of the original agreement remain unchanged. The amendment is effective as of January 30, 2003, and is executed by authorized representatives of all parties.

EX-10.44 8 a2105195zex-10_44.txt EXHIBIT 10.44 EXHIBIT 10.44 AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT ------------------------ This Amendment No. 2 ("Amendment") is entered into as of January 30, 2003 (the "Amendment Effective Date") between Rubin Systems Inc. as Seller, Howard Rubin as Rubin and as Stockholder, and META Group, Inc. as Buyer. Terms not otherwise defined in this Amendment shall have the same meaning ascribed to them in the Asset Purchase Agreement dated October 27, 2000, as amended by Amendment No. 1 dated July 31, 2001 (collectively, the "Agreement"). Whereas, the Parties in Amendment No. 1 agreed that ANNEX I in the form attached to the Instrument of Assumption, which in turn is attached to the Agreement, was no longer accurate as of the date of that Amendment; and that they would mutually agree on modification thereto from time to time as necessary, the parties agree to amend ANNEX I herein. Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree to amend the Agreement as follows: Capitalized terms not otherwise defined hereinbelow shall have the same meaning ascribed to them in the Asset Purchase Agreement, as amended (the "AP Agreement"). 1. The parties hereby agree that Section III of ANNEX I attached hereto is the new revised form of that portion of the Instrument of Assumption, which continues to be subject to modification from time to time as necessary by mutual written agreement of the parties. 2. Schedule II, which was attached to Amendment No. 1 to the AP Agreement, and referred to as part of the definition of "META Measurements", is hereby replaced in its entirety by the document attached hereto as Schedule II. 3. In the event of any inconsistency between the terms of this Amendment and the terms of the Agreement and Amendment No. 1, this Amendment shall take precedence. 4. Except as expressly amended as set forth herein, the Agreement shall remain in full force and effect in accordance with its terms. 5. This Amendment may be executed in several counterparts, all of which taken together shall constitute one single agreement of the parties. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives as of the date first written above. BUYER: META GROUP, INC. By: /s/ MICHAEL N. RIFFLE ------------------------------------------- Name: Michael N. Riffle Title: Vice President, Global Affiliate Management SELLER: RUBIN SYSTEMS INC. By: /s/ HOWARD RUBIN -------------------------------------------- Name: Howard Rubin Title: HOWARD RUBIN AND STOCKHOLDER: By: /s/ HOWARD RUBIN -------------------------------------------- Name: Howard Rubin 1 ANNEX I III. SCHEDULE OF CONTRACTOR OBLIGATIONS THAT WILL BE ASSUMED BY META GROUP IN SUPPORT OF RUBIN ACTIVITIES The following is a list of independent contractors that supply monthly support to Rubin Systems. The support is based on informal verbal "handshake" agreements. Rubin Systems supplies all contractors with required deliverable information and deadlines but does not set hours or provide a work environment. WWW.METRICNET.COM AND RESEARCH SUPPORT CONTRACTORS: Dr. Margaret Johnson $15,000.00 monthly Edward Wallace $ 6,000.00 monthly Rosemary Washburn $ 4,000.00 monthly Susan Ivintosh $ 5,000.00 monthly Total $30,000.00 monthly 2 SCHEDULE II MM staff personnel MGC - METRICNET: - ---------------- EMPLOYEE NAME JOB TITLE - ------------- ---------- Kimberly Cusack Program Manager, MetricNet Operations (SUPPORT STAFF) METRICNET - OUTSIDE CONSULTANTS: - -------------------------------- EMPLOYEE NAME JOB TITLE - ------------- ---------- Susan Iventosch Contractor Margaret Johnson Contractor Eddie Wallace Contractor Rosemary Washburn Contractor MGC - OPERATIONS PRACTICE - ------------------------- EMPLOYEE NAME JOB TITLE - ------------- ---------- Shafqat Azim Sr. VP & Practice Leader Robert Donnellan Vice President Dee Anthony Director W. Parke Congleton Director Andre Gravel Director Timothy McLaughlin Director Carlean Moser Director Leonard Neely Director Paul Bailey Manager Stephanie Fonseca Manager Brian Golumbeck Manager Bob Johnson Manager James McPhee Manager MGC - PERFORMANCE BENCHMARKING PRACTICE: - ---------------------------------------- EMPLOYEE NAME JOB TITLE - ------------- ---------- Christopher Engle Sr. VP & Practice Leader Mark Levin Vice President Robert Ouellette Vice President David Perara Vice President Jeff Rumburg Vice President Terry Suttles Vice President Ralph Baxter Director Robert Fodor Director Robert Kelley Director Christopher Pattacini Director Douglas Plotkin Director Michael Shott Director Adam Strichman Director Gary Yeck Director David McDonald Manager Lloyd Spann Manager Shelby Speno Manager Adrianne Gershberg Admin NOTE: Changes to this list of MM staff personnel will be made periodically in writing (including email) as needed and as determined by Buyer's CFO, or by an individual appointed by META's CFO, with the agreement of Rubin. 3