First Amendment to Asset Purchase Agreement by Osage Systems Group, Inc. and Pomeroy Computer Resources, Inc.

Summary

This amendment updates the original Asset Purchase Agreement between Osage Systems Group, Inc. (and its subsidiaries) and Pomeroy Computer Resources, Inc. (and its affiliate) dated February 9, 2001. The amendment changes certain deadlines related to bankruptcy proceedings, specifically replacing prior timing requirements with new dates in March and April 2001. All other terms of the original agreement remain in effect. The amendment is signed by authorized representatives of all parties involved.

EX-10.(I)(MM)(2) 4 doc3.txt FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT is made this 28th day of February, 2001, by, between and among OSAGE SYSTEMS GROUP, INC., a Delaware corporation ("Osage"), and its wholly owned subsidiaries, OSAGE COMPUTER GROUP, INC., a Delaware corporation ("Osage Computer"), SOLSOURCE COMPUTERS, INC., a California corporation ("SolSource"), H.V. JONES, INC., a Texas corporation ("HV Jones"), OPEN SYSTEM TECHNOLOGIES, INC., a Delaware corporation ("OST"), OPEN BUSINESS SYSTEMS, INC., an Illinois corporation ("OBS"), OSAGE SYSTEMS GROUP MINNESOTA, INC., a Minnesota corporation ("OSGM"), OSAGE iXi, INC., a Delaware corporation ("Osage iXi"), (Osage, Osage Computer, SolSource, HV Jones, OST, OBS, OSGM and Osage iXi also referred to individually as "Seller" and collectively as "Sellers"), POMEROY COMPUTER RESOURCES, INC., a Delaware corporation ("Pomeroy") and POMEROY SELECT INTEGRATION SOLUTIONS, INC. ("PSIS") (Pomeroy and PSIS also referred to individually as "Purchaser" and collectively as "Purchasers"). WHEREAS, Sellers and Purchasers entered into an Asset Purchase Agreement ("Agreement") dated the 9th day of February, 2001; WHEREAS, pursuant to the provisions of Section 13.8, the parties reserved the right to amend or modify this Agreement in a writing signed by the parties; WHEREAS, it is the desire of the Sellers and Purchasers to enter into this Fist Amendment to Asset Purchase Agreement ("Amendment") to modify certain provisions of the Agreement. NOW, THEREFORE, in consideration of the above premises and the mutual promises, covenants, agreements, representations and warranties herein contained, the parties hereto agree as follows: 1. The references to "on or before the fourteenth (14th) day after the commencement of the Bankruptcy Case" contained in Sections 8.2, 8.3, 8.4 and 8.5 of the Agreement are deleted in their entirety, and in lieu thereof, the language "on or before March 28, 2001" shall be inserted. 2. Section 8 of the Agreement is amended by inserting, after the end of Section 8.12, the following Section 8.13: 8.13 The Bankruptcy Court shall have entered an order authorizing the sale of the Purchased Assets to Pomeroy/PSIS pursuant to the Agreement on or before April 14, 2001. Except as amended by this First Amendment to Asset Purchase Agreement, the parties ratify and affirm the terms of the Asset Purchase Agreement dated February 9th, 2001. IN WITNESS WHEREOF, the parties have entered into this FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT as of the day and year first above written. POMEROY COMPUTER RESOURCES, INC. By: ---------------------------------- Stephen E. Pomeroy Chief Financial Officer POMEROY SELECT INTEGRATION SOLUTIONS, INC. By: ---------------------------------- Stephen E. Pomeroy Chief Executive Officer and President OSAGE SYSTEMS GROUP, INC. By: ---------------------------------- Phil Carter Chairman and Chief Executive Officer OSAGE COMPUTER GROUP, INC. By: ---------------------------------- Phil Carter Chairman and Chief Executive Officer 3 SOLSOURCE COMPUTERS, INC. By: ---------------------------------- Phil Carter Chairman and Chief Executive Officer H.V. JONES, INC. By: ---------------------------------- Phil Carter Chairman and Chief Executive Officer OPEN SYSTEM TECHNOLOGIES, INC. By: ---------------------------------- Phil Carter Chairman and Chief Executive Officer OPEN BUSINESS SYSTEMS, INC. By: ---------------------------------- Phil Carter Chairman and Chief Executive Officer OSAGE SYSTEMS GROUP MINNESOTA, INC. By: ---------------------------------- Phil Carter Chairman and Chief Executive Officer OSAGE iXi, INC. By: ---------------------------------- Phil Carter Chairman and Chief Executive Officer 4