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Exhibit 2.2
AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT is
made this 24th day of November, 2008, at San Jose, California, by
and among CORE SYSTEMS INCORPORATED, a California corporation
("Buyer"); C ACQUISITION CORP., a Delaware corporation ("Seller");
and IMPLANT SCIENCES CORPORATION, a Massachusetts corporation
("Shareholder").
R E C I T A L S:
A. Buyer,
Seller and Shareholder are parties to that certain Asset Purchase
Agreement among the parties dated November 14, 2008 ("Asset
Purchase Agreement").
B. The
parties wish to amend the Asset Purchase Agreement in certain
respects, as provided in this Amendment.
NOW, THEREFORE, the
parties agree as follows:
1. Section
1.3 of Article I of the Asset Purchase Agreement is amended in its
entirety to read:
"1.3 Buyer
shall pay to Seller as consideration for the Assets (the "Purchase
Price") and the restriction on competition contained in section 7.6
below, the sum of three million dollars ($3,000,000), payable as
follows:
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a.
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$250,000 (the “Signing
Payment”), receipt of which is hereby acknowledged;
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$1,125,000 at the Closing (as defined in
Section 6.1 (the “Closing Payment”), $800,000 of which
shall be wire-transferred directly to Laurus Master Fund, Ltd.
("Laurus") in satisfaction of certain indebtedness owed by Seller
to Laurus; and
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c.
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Buyer's promissory note in the principal
amount of one million six hundred twenty-five thousand dollars
($1,625,000) in the form and upon the terms and conditions of the
promissory note attached as Exhibit D (the "Note"), which shall be
secured by all of the assets of the Buyer (including the Assets)
upon the terms and conditions set forth in the form of security
agreement attached as Exhibit E (the "Security Agreement").
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