ACQUISITION AMENDMENT AGREEMENT
-------------------------------
THIS AGREEMENT is made as of the 10th day of September, 1999.
BETWEEN:
WORLDBID CORPORATION a company incorporated pursuant to
the laws of the State of Nevada
(the "Company")
OF THE FIRST PART
AND:
DATABOAT INTERNATIONAL LIMITED, of 0000 Xxxxx Xxxx, Xxxx
000, Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx
Mailing address: 23 - 0000 Xxxx 0xx Xxx., Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
("Databoat")
OF THE SECOND PART
AND:
ON LINE DESIGN LTD., of 0000 Xxxxx Xxxx, Xxxx 000, Xxxxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxx
Mailing address: 23 - 0000 Xxxx 0xx Xxx., Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
(the "Consultant")
OF THE THIRD PART
AND:
XXXXX XXXXXXX, of 0000 Xxxxx Xxxx, Xxxx 000, Xxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx
Mailing address: 23 - 0000 Xxxx 0xx Xxx., Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
(the "Principal")
OF THE FOURTH PART
WHEREAS:
A. WorldBid, Databoat International Limited ("Databoat")
and Xxxxxxx have entered into an acquisition agreement dated as of
February 2, 1999 (the "Acquisition Agreement") whereby WorldBid
acquired the "XxxxxXxx.Xxx" internet business of Databoat (the
"Business").
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B. The Company issued to Databoat 3,000,000 shares of the
Company's common stock (the "Company Shares") on the closing of the
Acquisition Agreement on February 16, 1999.
C. The Company, On Line and Xxxxxxx entered into a
management consulting agreement dated as of the 16th day of
February, 1999 (the "Management Consulting Agreement") upon
completion of the Closing of the Acquisition Agreement.
D. The Company, Databoat and Cane & Company (the "Escrow
Agent") entered into an escrow agreement dated as of the 16th day of
February 16, 1999 (the "Escrow Agreement") upon completion of the
closing of the Acquisition Agreement.
E. The Company, Databoat, On Line and Xxxxxxx have agreed to
enter into this agreement in order to reflect their agreement on
the management and ownership of the Business and the Company Shares
to be in effect from the date of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the
mutual covenants herein contained, the parties hereto agree as
follows:
1. ACQUISITION AGREEMENT
---------------------
1.1 The Company hereby surrenders its right to elect not to
pursue development and commercialization of the Business and to
cause Databoat to deliver the Company Shares to the Company. In
order to give effect to the Company's agreement, the Company,
Databoat and Xxxxxxx hereby agree that the following provisions of
Section 3 of the Acquisition Agreement are of no further force or
effect:
"In the event that the Company determines prior to the
date which is one year from the date of Closing not to
pursue development and commercialization of the Business,
the Company will have the option to cause Databoat to
deliver all of the Company Shares to the Company for
cancellation. In the event that the Company exercises
its right to cause the Company Shares to be delivered to
the Company in accordance with the terms and conditions
of the Escrow Agreement, Databoat will have the right to
acquire the Business and Assets, including any
improvements to the Business and the Assets, from the
Company for a purchase price of $10.00. In the event of
delivery of the Company Shares to the Company pursuant to
the Escrow Agreement and exercise by Databoat of its
option to acquire the Business and the Assets, each of
the Company and Databoat will have no further liability
or obligation to the other."
1.2 Databoat hereby agrees that the Company has completed
the expenditures required to be spent on the Company's business
plan in the amounts required by the Acquisition Agreement. In order
to give effect to Databoat's agreement, the Company, Databoat and
Xxxxxxx hereby agree that the following provisions of Section 3 of
the Acquisition Agreement are of no further force or effect:
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"In the event that, during the one year period commencing
on the Closing Date, the Company does not advance to the
Business sufficient funds for the Company to complete the
expenditures set forth in the Company's business plan, as
attached hereto or in any revised business plan approved
by the board of directors of the Company, then Databoat
will be entitled to deliver notice to the Company
demanding that the Company advance to the Business
sufficient funds to enable the Company to meet the
objectives of the business plan (a "Demand Notice").
Upon receipt of a Demand Notice, the Company will have a
period of thirty (30) days in which to provide the
required funding to bring the Company current with the
expenditures required under the business plan.
In the event that, during the one year period commencing
on the Closing Date, the Company elects not to or fails
to provide the necessary funding to the Business or in
the event Xxxxxxx terminates the Management Consulting
Agreement, as defined below, pursuant to Section 6.3 of
the Management Consulting Agreement, Databoat will have
the option to put the Company Shares to the Company in
exchange for the transfer by the Company to Databoat of
the Business. On closing, the Company will execute and
deliver into escrow an executed general conveyance of
business as required to give effect to the transfer of
the Business to Databoat upon exercise of its option. In
the event of the exercise by Databoat of its option and
the transfer of the Business to Databoat, the Company
Shares will be released to the Company and each of the
Company, Xxxxxxx and Databoat will have no further
liability or obligation to the other."
1.3 Databoat hereby agrees to surrender its right to purchase
the Business from the Company in the event that the shares of the
Company or any successor are not listed or quoted for trading on
any public trading market, including Nasdaq Small Cap Market, the
OTC Bulletin Board or an electronic quotation service, within the
date which is eighteen months from the closing of the Acquisition
Agreement. In order to give effect to Databoat's agreement, the
Company, Databoat and Xxxxxxx hereby agree that the following
provisions of Section 3 of the Acquisition Agreement are of no
further force or effect:
"In the event that the shares of the Company or any
successor are not listed or quoted for trading on any
public trading market, including Nasdaq Small Cap Market,
the OTC Bulletin Board or an electronic quotation
service, within the date which is eighteen months from
the Closing Date, then Databoat will have the right to
purchase the Business from the Company in consideration
for the transfer of the Company Shares to the Company.
Databoat must give notice of its election within 30 days
of the date which is eighteen months from the Closing
Date. Upon receipt of notice of election, the Company
will execute and deliver an executed general conveyance
of business assets to Databoat upon presentation of the
Company Shares released from escrow. Each party will
give joint instruction to the escrow agent as required to
deliver the balance of the Company Shares to the
Company."
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2. MANAGEMENT CONSULTING AGREEMENT
-------------------------------
2.1 The Company, On Line and Xxxxxxx hereby agree that the
Management Agreement is hereby terminated and is of no further
force and effect.
2.2 The Company, On Line and Xxxxxxx hereby agree to enter
into a new Amended Management Consulting Contract dated September
10, 1999, in the form attached hereto.
3. ESCROW AGREEMENT
----------------
3.1 The Company and Databoat hereby agree to enter into an
amended escrow agreement with Cane & Company in the form attached
hereto (the "Amended Escrow Agreement") forthwith upon execution of
this Agreement.
3.2 The Company and Databoat hereby agree that the general
conveyance of business assets executed by the Company in favour of
Databoat and held by the Escrow Agent in trust pursuant to the
Escrow Agreement will be released to the Company.
3.3 The Company and Databoat hereby agree that the stock
powers of attorney executed by Databoat in favour of the Company
and held by the Escrow Agent in trust pursuant to the Escrow
Agreement will be released to Databoat and destroyed.
3.4 The Company and Databoat hereby agree that their
agreement herein constitutes joint written instruction to the
Escrow Agent to release the escrow documents to the respective
party.
4. APPOINTMENT OF DIRECTORS
------------------------
4.1 The Company, Databoat and Xxxxxxx agree that the number
of directors of the Company will be increased to three directors
and that Xxxxxxx will be appointed a director immediately upon
execution of this Agreement. The Company, Databoat and Xxxxxxx
agree that on February 16, 2000, the directors will be increased to
five, two of whom will be nominees of Xxxxx Xxxxxxxx and three of
whom will be nominees of Databoat. Xxxxxxx is to be appointed
Chairman and Xxxxx Xxxxxxxx is to be Chief Executive Officer.
5. OTHER PROVISIONS
----------------
5.1 Governing Law: This Agreement shall be governed by and
construed in accordance with the laws of the Province of British
Columbia and each party irrevocably attorns to the jurisdiction of
the courts of the Province of British Columbia.
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5.2 Amendments: This Agreement constitutes the entire
agreement between the parties and may only be amended in writing.
IN WITNESS WHEREOF the parties have executed this Agreement as of
the day first above written.
SIGNED, SEALED AND DELIVERED
BY XXXXX XXXXXXX
in the presence of:
\s\ Xxxxx Xxxxxxx \s\ Xxxxx Xxxxxxx
__________________________________ __________________
Signature XXXXX XXXXXXX
Xxxxx Xxxxxxx
__________________________________
Name
122 - 0000 Xxxxx Xx. Xxxxxxxx
__________________________________
Address
WORLDBID CORPORATION
by its authorized signatory:
\s\ Xxxxx Xxxxxxxx
________________________________
Xxxxx Xxxxxxxx, President
DATABOAT INTERNATIONAL LIMITED
by its authorized signatory:
\s\ Xxxxx Xxxxxxx
________________________________
Authorized Signatory
ON LINE DESIGNS LTD.
by its authorized signatory:
\s\ Xxxxx Xxxxxxx
________________________________
Authorized Signatory
