**Exhibit 10.1**

 

**FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT**

 

This First Amendment to Asset Purchase Agreement (this “**Amendment**”) is made as of July 1, 2005 by and amongIDX Information Systems Corporation, a Vermont corporation (“**Acquiror Parent**”), IDX R&D Israel Ltd., an Israeli company (“**Acquiror Sub**,” and collectively with Acquiror Parent, “**Acquiror**”),RealTimeImage Ltd., an Israeli company (the “**Parent**”), RealTimeImage, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “**Sub**”) and HTI Associates, LLC (the “**Shareholders’Agent**”). 

 

**RECITALS**

 

A. The parties hereto have entered into that certain Asset Purchase Agreement(the “**Asset****Purchase****Agreement**”) as of April 27, 2005 pursuant to which Acquiror purchase certain assets, and agreed to assume certain liabilities of, Parent and Sub (the “**Asset Purchase**”). 

 

B. The parties desire to amend the Asset Purchase Agreement in certainrespects to reflect recent developments subsequent to the execution of the Asset Purchase Agreement and prior to the closing of the Asset Purchase and to clarify the intent of the parties with respect to certain matters. 

 

NOW, THEREFORE, the parties agree as follows: 

 

**AGREEMENT**

 

**1. Definitions.** Capitalized terms that have not been defined in this Amendment shall have the same meanings asgiven to such terms in the Asset Purchase Agreement. 

 

**2.Amendments to Definitions.**

 

(a) The definition of“Purchase Price” set forth in Section 1.1 of the Asset Purchase Agreement is hereby amended to read in its entirety as follows: 

 

“ “Purchase Price” means $16,081,000, plus VAT, if any.” 

 

(b) The definitions “Accounts Receivable”, “Seller Current Assets”, “Seller CurrentLiabilities”, “Working Capital”, “Working Capital Reduction” set forth in Section 1.1 of the Asset Purchase Agreement shall be deleted in their entirety. 

**3. Purchased Assets**. Section 1.2(v) of the Asset Purchase Agreement shall be deleted in itsentirety. 

 

**4. Excluded Assets.**

 

**(**a) Section 1.3(ii) of the Asset Purchase Agreement is hereby amendedto read in its entirety as follows: 

 

“(ii) all cash andcash equivalent assets of each Seller;” 

 

(b) Section1.3(iii) of the Asset Purchase Agreement is hereby amended to read in its entirety as follows: 

 

“(iii) all accounts, notes and other receivables owned by each Seller;” 

 

**5. Assumed Liabilities**. Section 1.4(ii) of the Asset Purchase Agreement shall be deleted in its entirety.

 

**6. Excluded Liabilities**. Section 1.5 of theAsset Purchase Agreement is hereby amended by the addition of the following new subclause (xiv) at the end of Section 1.5: 

 

“(xiv) all accounts payable of each Seller.” 

 

**7. Purchase Price**. Section 1.7 of the Asset Purchase Agreement is hereby amended by the deletion of subclauses (b) through (e) of Section1.7 in their entirety and all references in the other provisions of the Asset Purchase Agreement to “Adjusted Closing Balance Sheet”, “Post-Closing Asset/Liability Determination” and “Dispute Notice” shall be deleted.

 

**8. Closing Deliverables**. Section 1.10(xiii) ofthe Asset Purchase Agreement is hereby amended to read in its entirety as follows: 

 

“(viii) the Closing Balance Sheet (as such term is defined in Section 5.19);” 

 

**9. Closing Financial Information**. Section 5.19(b) of the Asset Purchase Agreement is hereby amended to read in its entirety as follows:

 

“(b) Sellers shall prepare and deliver to Acquiror, one(1) business day prior to the Closing, an estimated consolidated balance sheet of Sellers prepared in accordance with GAAP as of the Closing Date (the “**Closing Balance Sheet**”). The presentation of the Closing Balance Sheet shall bemade according to the line items for assets and liabilities as are set forth on the balance sheet of Parent dated December 31, 2004 contained in the Financial Statements. The Closing Balance Sheet shall be accompanied by such supportingdocumentation, information and calculations as necessary to verify and determine the amount of the assets and liabilities reflected thereon.” 

 

**10. Accounts Receivable**. Section 5.27 of the Asset Purchase Agreement is hereby amended to read in its entirety as follows: 

 

“Accounts Receivable. For a period of three (3) monthsfollowing the Closing Date, Acquiror shall make the Transferred Individuals available to provide reasonable 

assistance to Sellers to collect amounts due with respect to trade accounts receivable of Sellers that are ExcludedAssets hereunder (the “**Retained Receivables**”) (without the necessity of (i) resorting to litigation, arbitration or mediation, (ii) providing any incentives to account debtors, financial or otherwise, or (iii) taking actions topenalize account debtors for failure to pay such Retained Receivables). Parent shall pay Acquiror an amount equal to 15% of the total amount collected with respect to each such Retained Receivable. Acquiror will promptly deliver to Parent anypayments received from third parties in connection with Retained Receivables (after deducting 15% of any such payment which deducted amount shall be retained by Acquiror).” 

 

**11. Accounts Payable**. As soon as practicable after the Closing, each Seller shall promptly discharge alloutstanding trade accounts payable of such Seller. 

 

**12.Indemnifiable Matters**. Section 8.2(vii) of the Asset Purchase Agreement shall be deleted in its entirety. 

 

**13. Entire Agreement.**Except as specifically modified hereby, all terms and conditions of the Asset Purchase Agreement shall remain in fullforce and effect, unmodified in any way. This Amendment shall be deemed to form an integral part of the Asset Purchase Agreement. In the event of any inconsistency or conflict between the provisions of the Asset Purchase Agreement and thisAmendment, the provisions of this Amendment will prevail and govern. All references to the “Agreement” in the Asset Purcahse Agreement shall hereinafter refer to the Asset Purchase Agreement as amended by this Amendment. 

 

**14. Counterparts**. This Amendment may be executed in any numberof counterparts, each of which will be an original as regards any party whose signature appears thereon and all of which together will constitute one and the same instrument. This Amendment will become binding when one or more counterparts hereof,individually or taken together, will bear the signatures of both parties reflected hereon as signatories. 

 

**15. Facsimile Signatures**. This Amendment may be executed and delivered by facsimile and upon such delivery the facsimile signature will bedeemed to have the same effect as if the original signature had been delivered to the other party. 

 

**16. Further Assurances**. Each party agrees to cooperate fully with the other parties and to execute such further instruments, documents andagreements and to give such further written assurances as may be reasonably requested by any other party to carry into effect the intents and purposes of this Amendment. 

 

**17. Successors and Assigns**. None of the parties hereto may assign any of its rights or obligations hereunderwithout the prior written consent of the other parties hereto. This Amendment will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 

 

**18. Governing Law**. The internal laws of the State of California(irrespective of its choice of law principles) will govern the validity of this Amendment, the construction of its terms, and the interpretation and enforcement of the rights and duties of the parties hereto. 

**19. Titles and Headings**. The titles, captions and headings of this Amendment are includedfor ease of reference only and will be disregarded in interpreting or construing this Amendment. 

 

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IN WITNESS WHEREOF, Acquiror Parent, Acquiror Sub, Parent, Sub and the Shareholders’ Agent have caused thisAgreement to be executed and delivered by their respective officers thereunto duly authorized, all as of the date first written above. 

 
IDX INFORMATION SYSTEMS CORPORATIONBy: 
/s/ John A. Kane
Name: John A. KaneTitle: Senior Vice President & CFOIDX R&D ISRAEL LTD.By: 
/s/ John A. Kane
Name: John A. KaneTitle: Senior Vice President & CFOREALTIMEIMAGE LTD.By: 
/s/ Zvi Eintracht
  Zvi Eintracht, Chief Executive Officer and DirectorBy: 
/s/ Adi Raviv
  Adi Raviv, solely in his capacity as a Director of RealTimeImage Ltd.REALTIMEIMAGE, INC.By: 
/s/ Zvi Eintracht
  Zvi Eintracht, Chief Executive Officer and DirectorHTI ASSOCIATES, LLC  
/s/ Adi Raviv
  Adi Raviv, Managing Member
 

**[SignaturePage to Amendment to Asset Purchase Agreement]**