AMENDMENT TO ASSET PURCHASE AGREEMENT
This Amendment to Asset Purchase Agreement, dated
October 18, 2006, amends that certain Asset Purchase Agreement
(the "Asset Purchase Agreement"), dated as of May 25, 2005, by
and among Automotive Lease Guide (alg), Inc., a Delaware
corporation (formerly Santa Acquisition Corporation), DJR US, LLC,
a California limited liability company (formerly Automotive Lease
Guide (alg), LLC), DJR Canada, Inc., a California corporation
(formerly, Automotive Lease Guide (alg) Canada, Inc.), Douglas W.
Aiken, John A. Blair and Raj Sundaram. Capitalized terms not
otherwise defined herein shall have the meanings set forth for such
terms in the Asset Purchase Agreement.
1.
Amendment to definition of " ALG/Chrome
Revenues ".
The definition of " ALG/Chrome Revenues "
shall be amended such that it reads as follows in its entirety:
" ALG/Chrome Revenues " means the revenues
derived from the sales and/or licensing of (i) ALG Products
and Chrome Products by Buyer and all Affiliates of Buyer and
(ii) any New Products(s), in each case, as determined in
accordance with GAAP. "ALG/Chrome Revenues" shall also include the
amortization of any deferred liability existing on the balance
sheets of ALG or Chrome immediately prior to, in the case of ALG,
May 25, 2005 and in the case of Chrome, May 10, 2005 to
the extent such amounts would have been recorded as revenue for the
relevant months."
The parties agree that the deferred liability
existing on the balance sheet of ALG on May 25, 2005 equals
$677,09
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