FIRST AMENDMENT TO RESTRUCTURING AGREEMENT




 EXHIBIT 10.27 
  
 ATX TECHNOLOGIES, INC. 
  
 FIRST AMENDMENT TO RESTRUCTURING AGREEMENT 
  
 This FIRST AMENDMENT TO RESTRUCTURING AGREEMENT (the “Amendment”), is made and entered into as of June 15, 2004, and amends that
certain Restructuring Agreement, dated as of April 24, 2004, (the “Leininger Restructuring Agreement”) by and among ATX Group, Inc., a Delaware corporation (“ATX Group”), ATX Technologies, Inc., a Texas corporation
(“ATX”), James R. Leininger M.D. (“Leininger”), and certain shareholders of ATX (the “Leininger Shareholders”). 
  
 RECITALS: 
  
 WHEREAS, the Leininger Restructuring Agreement contemplates that each share of ATX Common Stock will be convertible into the right to receive at
least 0.3, but no more than 0.5 shares of ATX Group Common Stock for each share of ATX Common Stock, subject to final determination by the Board of Directors, and such rate is defined in the Leininger Restructuring Agreement as the “Exchange
Ratio”; 
  
 WHEREAS, ATX, ATX Group and the
Leininger Shareholders desire to amend the definition of the Exchange Ratio to mean 0.278710150002407 shares of ATX Group Common Stock for each share of ATX Common Stock. 
  
 NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and in further
consideration of the mutual covenants and agreements contained in the Leininger Restructuring Agreement, and intending to be legally bound, the parties hereto do hereby agree as follows: 
  
 1. The definition of the Exchange Ratio set forth in the fourth whereas clause of the Leininger Restructuring Agreement is
hereby amended by deleting “at a rate of at least 0.3, but no more than 0.5 shares, of ATX Group Common Stock for each share of ATX Common (such number, as finally determined by the board of directors of ATX, the “Exchange
Ratio”) and replacing that definition with “at a ratio of 0.278710150002407 shares of ATX Group Common Stock for each share of ATX Common Stock (the ‘Exchange Ratio’).” 
  
 2. Except to the extent expressly provided herein, the terms of the Leininger
Restructuring Agreement remain in full force and effect. 
  
 3.
This Amendment may be executed by facsimile signature and in any number of counterparts, each of which when so executed shall constitute an original hereof, but all of which together shall constitute one amendment. 
  
 [signature page follows] 
  

 AMENDMENT TO RESTRUCTURING AGREEMENT - Page 1 









 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first
above written. 
  

			
	 ATX GROUP:
  

	ATX GROUP, INC.
		
	By:	 	 /s/ Steven A. Millstein
  

	Name:	 	 Steven A. Millstein
  

	Title:	 	 President and CEO
  

	 	 	 
	 	 	 



			
	 ATX:
  

	ATX TECHNOLOGIES, INC.
		
	By:	 	 /s/ Steven A. Millstein
  

	Name:	 	 Steven A. Millstein
  

	Title:	 	 President and CEO
  

	 	 	 


  

			
	LEININGER:
	
	 /s/ James R. Leininger, M.D.
  

	James R. Leininger, M.D.
		
	Address:	 	 C/o Mission City Management
 8122 Datapoint Dr., No. 900
 San Antonio, TX 78229
 Attn: Thomas W. Lyles

	Facsimile:	 	 (210) 614-5841



  

 AMENDMENT TO RESTRUCTURING AGREEMENT - S - 1 










			
	 LEININGER SHAREHOLDERS:
  
 1987 CATHERINE A. LEININGER TRUST
 1987 REBECCA R. LEININGER TRUST
 1987 WHITNEY E. LEININGER TRUST
 1996 CATHERINE A. LEININGER TRUST
 1996 JOSE IVAN PADILLA TRUST
 1996 PETER G. LEININGER TRUST
 1996 REBECCA R. LEININGER TRUST
 1996 WHITNEY E. LEININGER TRUST

		
	By:	 	 /s/ James R. Leininger
  

	 	 	 James R. Leininger
 Trustee

		
	Address:	 	 c/o Mission City Management
 8122 Datapoint Dr., No. 900
 San Antonio, TX 78229
 Attn: Thomas W. Lyles

	Facsimile:	 	 (210) 614-5841



  
  

			
	J&E INVESTMENTS
		
	By:	 	 /s/ James R. Leininger
  

	 	 	 James R. Leininger
 General Partner

		
	Address:	 	 c/o Mission City Management
 8122 Datapoint Dr., No. 900
 San Antonio, TX 78229
 Attn: Thomas W. Lyles

	Facsimile:	 	 (210) 614-5841



  

 AMENDMENT TO RESTRUCTURING AGREEMENT - S - 2