5B TECHNOLOGIES CORP
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>5
<FILENAME>file004.txt
<DESCRIPTION>AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
<TEXT>
<PAGE>


                               AMENDMENT NO. 1 TO

                            ASSET PURCHASE AGREEMENT

                                  BY AND AMONG

                          5B TECHNOLOGIES CORPORATION,

                       KNOWLEDGE ACQUISITION CORPORATION,

                        KNOWLEDGE STRATEGIES GROUP INC.,

                                 CYNTHIA HOLLEN,

                                 DOUGLAS CARLSON

                                       AND

                                MICHAEL THOMPSON

                           DATED AS OF AUGUST __, 2001

     This AMENDMENT NO. 1 to the ASSET PURCHASE AGREEMENT dated as of July 30,
2001 (the "Agreement") by and among 5B TECHNOLOGIES CORPORATION ("Parent"),
KNOWLEDGE ACQUISITION CORPORATION (the "Buyer"), KNOWLEDGE STRATEGIES GROUP
INC.("KSG"), CYNTHIA HOLLEN ("Hollen"), DOUGLAS CARLSON ("Carlson") and MICHAEL
THOMPSON ("Thompson", and together with Hollen and Carlson, collectively
referred to as the "Principals"), is entered into as of the __ day of August,
2001 (this "Amendment") between Parent, the Buyer, KSG and the Principals.
Capitalized terms contained herein and not defined herein shall have the
meanings ascribed to such terms in the Agreement.

     WHEREAS, the parties hereto have entered into the Agreement, providing for
the sale by the Sellers to the Buyer of the Acquired Assets; and

     WHEREAS, the parties hereto desire to amend the Agreement as set forth
herein.

     NOW THEREFORE, in consideration of the premises and the mutual agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

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     1. Amendment of Fifth "WHEREAS" Clause. The Fifth "WHEREAS" Clause on page
1 of the Agreement is hereby amended by deleting same in its entirety.

     2. Amendment of Section 1.1 - Definition of CBC Loan Agreement. The
definition of "CBC Loan Agreement" contained in Section 1.1 of the Agreement is
hereby amended to add at the end thereof the following:

     ", and the other Loan Documents (as defined in such Credit Agreement) to
     which KSG is a party or by which KSG or its properties and assets are bound
     or affected."

     3. Amendment of Section 1.1 - Definition of Credit Agreement. The
definition of "Credit Agreement" contained in Section 1.1 of the Agreement is
hereby amended and restated in its entirety as follows:

     " "Credit Agreement" shall mean that certain Credit Agreement dated May 24,
     2001, between the Bank and 5B Technologies Group, Inc."

     4. Amendment of Section 1.1 - Definition of Credit Agreement Amendment. The
definition of "Credit Agreement Amendment" contained in Section 1.1 of the
Agreement is hereby amended and restated in its entirety as follows:

     " "Credit Agreement Amendment" shall mean that certain amendment to the
     Credit Agreement, to be entered into as a condition to Closing, in form and
     substance satisfactory to Parent and the Bank."

     5. Amendment of Sections 1.1, 5.30, 6.4 and 8.1(k). Sections 1.1, 5.30, 6.4
and 8.1(k) of the Agreement are each hereby amended to delete all references to
"Preferred Stock" and/or "shares of Preferred Stock."

     6. Amendment of Sections 1.1, 4.2 and 4.3. Sections 1.1, 4.2 and 4.3 of the
Agreement are each hereby amended to delete all references to "Registration
Rights Agreement."

     7. Amendment of Section 3.1 of the Agreement. Section 3.1 of the Agreement
is hereby amended by deleting subsection (i) in its entirety and inserting in
its place the following:

     "(i) assume the Assumed Liabilities as set forth on Schedule 2.3, which
     shall include the outstanding indebtedness to the Bank pursuant to the CBC
     Loan Agreement, and"

     8. Amendment of Section 3.3 of the Agreement. Section 3.3 of the Agreement
is hereby amended by deleting subsection (i) in its entirety.

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     9. Amendment of Section 8.1(c) of the Agreement. Section 8.1(c) of the
Agreement is hereby amended by adding in the third line thereof a close
parentheses following the word "Consent."

     10. Amendment of Section 8.1(j) of the Agreement. Section 8.1(j) of the
Agreement is hereby amended and restated in its entirety as follows:

     " (j) Release Agreement. Simultaneously with the Closing, the Bank shall
     execute and deliver the Release Agreement, in form and substance
     satisfactory to Parent and the Bank (which may include the execution and
     filing of UCC-3 termination statements), relating to the release of all
     security interests held by the Bank covering any of the Acquired Assets or
     otherwise affecting the Business."

     11. Effectiveness of Amendment. This Amendment shall become effective upon
the execution and delivery of this Amendment by each of the undersigned.

     12. Effect on the Agreement. The Agreement shall continue in full force and
effect as amended by this Amendment. From and after the date hereof, all
references to the Agreement shall be deemed to mean the Agreement as amended by
this Amendment.

     13. Miscellaneous. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OR CHOICE OF LAWS, OR ANY OTHER LAW THAT WOULD MAKE THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF NEW YORK APPLICABLE HERETO. ARTICLE AND
SECTION HEADINGS ARE INCLUDED FOR CONVENIENCE ONLY AND SHALL NOT AFFECT THE
INTERPRETATION OF ANY OF THE PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT
CONSTITUTES THE ENTIRE UNDERSTANDING AND AGREEMENT AND SUPERSEDES ANY AND ALL
OTHER UNDERSTANDINGS AND AGREEMENTS, BOTH WRITTEN AND ORAL, BETWEEN THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF.

     14. Counterparts. This Amendment may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by the undersigned, thereunto duly authorized, as of the date first set
forth above.

                                   5B TECHNOLOGIES CORPORATION

                                   By: /s/ Glenn Nortman
                                      ------------------------------------------
                                   Name:  Glenn Nortman
                                   Title: Chief Executive Officer and President

                                   KNOWLEDGE ACQUISITION CORPORATION

                                   By: /s/ Glenn Nortman
                                      ------------------------------------------
                                      Name:  Glenn Nortman
                                      Title: President

                                   KNOWLEDGE STRATEGIES GROUP INC.

                                   By: /s/ Douglas Carlson
                                      ------------------------------------------
                                      Name:  Douglas Carlson
                                      Title:

                                   /s/ Cynthia Hollen
                                   ---------------------------------------------
                                   CYNTHIA HOLLEN


                                   /s/ Douglas Carlson
                                   ---------------------------------------------
                                   DOUGLAS CARLSON


                                   /s/ Michael Thompson
                                   ---------------------------------------------
                                   MCHAEL THOMPSON




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