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EXHIBIT 2.7
SECOND AMENDMENT TO
ASSET PURCHASE AGREEMENT
This Second Amendment to Asset Purchase Agreement (this "Second Amendment")
is made by and between HealthCentral.com ("HCEN"), HCEN Acquisition Corp.
("Acquisition Sub"), more.com, Inc. ("More") and Comfort Living, Inc. ("Comfort
Living") as of this 27th day of November 2000. All capitalized terms used
herein shall have the meaning set forth in the Purchase Agreement (as defined
below) unless otherwise stated.
WHEREAS, HCEN, Acquisition Sub, More and Comfort Living entered into an
Asset Purchase Agreement, dated as of October 23, 2000, as amended by the First
Amendment to Asset Purchase Agreement, dated as of November 14, 2000 (as
amended, the "Purchase Agreement") whereby Acquisition Sub agreed to purchase
certain assets of More and Comfort Living subject to certain terms and
conditions contained therein;
WHEREAS, the parties hereto wish to amend certain termination provisions
set forth in the Purchase Agreement.
NOW THEREFORE, the parties hereto agree as follows:
1. Section 8.1(d) of the Purchase Agreement is hereby amended and restated in
its entirety as follows:
"(d) by HCEN, by giving written notice to the Seller, if the Closing shall
not have occurred on or before December 1, 2000, or such later date as is
agreed to by the Boards of Directors of both the Seller and HCEN, by reason
of the failure of any condition precedent under Section 7.1 or 7.2 (unless
the failure results primarily from a breach by HCEN of any representation,
warranty, or covenant of HCEN contained in this Agreement or HCEN's failure
to fulfill a condition precedent to closing or other default); or"
2. Section 8.1(e) of the Purchase Agreement is hereby amended and restated in
its entirety as follows:
"(e) by the Seller, by giving written notice to HCEN, if the Closing shall
not have occurred on or before December 1, 2000, or such later date as is
agreed to by the Boards of Directors of both the Seller and HCEN, by reason
of the failure of any condition precedent under Section 7.1 or 7.3 (unless
the failure results primarily from a breach by the Seller of any
representation, warranty, or covenant of the Seller contained in this
Agreement or the Seller's failure to fulfill a condition precedent to
closing or other default)."
3. This Second Amendment may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the
parties and delivered to the other parties.
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IN WITNESS WHEREOF, the parties have executed this Second Amendment as of
the date and year first written above.
HEALTHCENTRAL.COM
By: /s/ Albert Greene
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Name: Albert Greene
Title: Chief Executive Officer
HCEN ACQUISITION CORP.
By: /s/ Albert Greene
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Name: Albert Greene
Title: Chief Executive Officer
MORE.COM, INC.
By: /s/ Frank A. Newman
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Name: Frank A. Newman
Title: President and Chief Executive Officer
COMFORT LIVING, INC.
By: /s/ Jay Hammer
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Name: Jay Hammer
Title: Chief Executive Officer
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