EXHIBIT 2.5
March 16, 2000
Soccer Magic Inc. and the SMI Shareholders
00 Xxxxxxxx Xxxx, Xxxx #00
Xxxxxxx, Xxxxxxx X0X 0X0
Re: Acquisition Agreement by and between Advanced Knowledge, Inc.
and Soccer Magic Inc. dated as of December 14, 1999 (the
"Acquisition Agreement")
Ladies and Gentlemen:
I hereby represent and warrant that all of the representations and
warranties made and given by AKI in Article Five of the Acquisition Agreement
are true, accurate and complete in all material respects as of the date hereof,
except with respect to the effect of transactions in the ordinary course of
business and transactions contemplated or permitted by the Acquisition
Agreement.
Unless otherwise defined, all capitalized terms contained in this
letter shall have the meanings given them in the Acquisition Agreement.
By countersigning below, SMI agrees, for itself and on behalf of its
shareholders, that the remedy of rescission as described in Section 3.06 of the
Acquisition Agreement shall constitute the only available remedy in the event
that the above representation and warranty made and given by me in my individual
capacity in this letter agreement is not true and correct; provided, however,
that this letter agreement shall not be deemed to restrict or qualify the
availability of any remedies for breaches of the representations and warranties
made and given by AKI in the Acquisition Agreement. This letter agreement shall
become effective only upon SMI's acceptance (for itself and on behalf of its
shareholders) by countersigning below.
Sincerely,
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
ACCEPTED AND AGREED this March 16, 2000:
Soccer Magic Inc.
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Chief Executive Officer
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