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EXHIBIT 2.6
AMENDMENT #1
TO AGREEMENT FOR PURCHASE
AND SALE OF ASSETS
This Amendment #1 (the "Amendment") to the Agreement for Purchase and Sale
of Assets (the "Purchase Agreement") entered into as of March 25, 2000, by and
among Tier Technologies, Inc., a California corporation ("Tier"), Harris
Chapman, a Florida corporation ("HC") and Richard E. Kristensen, is entered into
as of May 15, 2000 (the "Amendment Date").
Recitals
Whereas, pursuant to the terms of the Purchase Agreement, Tier has
purchased certain assets from HC; and
Whereas, the parties desire to change the scheduled time of payment for the
Post-Closing Payment to November 1, 2000.
Agreement
Now, Therefore, in consideration of the benefits described in the Recitals
hereto and the mutual promises hereinafter set forth, the parties hereto agree
as follows:
1. Except as otherwise defined herein, capitalized terms used but not defined
herein shall have the respective meanings given to them in the Purchase
Agreement.
2. Section 2.4(b) of the Purchase Agreement is hereby amended and restated in
its entirety as follows:
"(b) Five Hundred Fifty Thousand Dollars ($550,000) (the "Post-Closing
Payment") payable on November 1, 2000. On November 1, 2000, Purchaser
shall pay the Post-Closing Payment in Immediately Available Funds (i)
first to deposit with the Escrow Agent Fifteen Thousand Dollars
($15,000) of the Post-Closing Payment (this $15,000 deposit, together
with the cash deposited with the Escrow Agent at the time of Closing
is referred to herein as the "Escrow Cash"), and (ii) to pay the
remainder of the Post-Closing Payment to the Seller. Escrow Agent
shall hold the Escrow Cash in an interest-bearing escrow account and
shall disburse funds therefrom in accordance with the Escrow
Agreement. Seller acknowledges that its legal and beneficial
interests in the Escrow Cash are subject to the terms of this
Agreement and the Escrow Agreement.
3. Except as set forth in Section 2 above, all terms and conditions of the
Purchase Agreement shall remain in full force and effect.
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4. This Amendment shall be governed by and construed in accordance with the
laws of the State of California.
5. This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
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In Witness Whereof, the parties have executed this Amendment on the day and
year first written above.
Tier Technologies, Inc.
By: /S/ JIM BILDNER
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Harris Chapman
By: /S/ RICHARD E. KRISTENSEN
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/S/ RICHARD E. KRISTENSEN
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Richard E. Kristensen
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