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EXHIBIT 10.2
FUTURELINK DISTRIBUTION CORP.
LETTER AGREEMENT WITH
THOMSON XXXXXXXXX & CO. LIMITED
February 26, 1999
Mr. Xxxx Xxxxxxxxx
Executive Vice President, U.S. Capital Markets
Xxxxxxx Xxxxxxxxx & Co. Limited
0000, 000 - Xxx Xxxxxx
Xxxxxxx, XX
X0X 0X0
Dear Xx. Xxxxxxxxx:
As per our discussions over the last several weeks, FutureLink Distribution
Corp. (the "Issuer") and Thomson Xxxxxxxxx & Co. Limited (the "Agent") wish to
modify an existing convertible Debenture Acquisition Agreement (the "Debenture
Agreement") dated August 14, 1998, as:
1. The Agent and Issuer wish to increase the total purchase price of the
Debenture Agreement to $6,000,000 from $5,000,000.
2. The Issuer will issue a share certificate in the Agent's name, in trust,
representing one hundred and twenty five percent (125%) of the Issuer's
Common Stock underlying the $1,000,000 Debenture, based on a Conversion
Price per share equal to the average closing price of the Issuer's stock
as quoted on the NASD-OTC-BB on the three days prior to the signing of
this addendum.
3. The Issuer will issue $150,000 of Warrants of the Issuer for the benefit
of the Purchasers (the "Purchasers' Warrants") exercisable at a per
share price to be determined based on a formula agreed upon in a
concurrent equity private placement offering also being undertaking by
the Agent.
4. The Issuer will issue $100,000 of Warrants of the Issuer to the Agent
(the "Agent's Warrants) exercisable at a per share price to be
determined based on a formula agreed upon in a concurrent equity private
placement offering also being undertaken by the Agent (a February 26,
1999, draft of which is to be appended to this letter).
5. The Common Stock, Purchasers' Warrants and Agent's Warrants represented
in Item 2, 3 and 4 above will be issued under Regulation S under the
Securities Act of 1933 and 1934 (the "Securities Acts"), as amended, and
may be transferred only a provided for in the Debenture Agreement.
6. The Issuer covenants to the Agent that it will include in an appropriate
form of registration statement filed under the Securities' Act for
resale by the holders the following shares of Common Stock, of the
Issuer:
a) 8,000,000 shares represented by certificate 3706 as issued on
February 16, 1999 to the Agent as additional conversion stock
underlying the original $5,000,000 Convertible Debenture;
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b) $1,000,000 worth of the Issuer's Common Stock with the number of
Shares to be determined as to one hundred and twenty five
percent (125%) of the Issuer's Common Stock (underlying the
$1,000,000 Debenture), based on a Conversion Price per share
equal to the average closing price of the Issuer's stock as
quoted on the NASD-OTC-BB on the three days prior to the signing
of this addendum;
c) $150,000 of Purchasers' Warrants, and;
d) $100,000 of Agent's Warrants.
7. The Issuer covenants to file the appropriate form of registration
statement no later than April 15, 1999, following the filing of its
10-KSB report and agrees to pay liquidation damages on equivalent terms
to those provided for in the Debenture Agreement if the amended
registration statement is not effective by July 15, 1999.
Xx. Xxxxxxxxx, should you wish to agree with these terms and conditions, please
sign in the space allotted below and return a copy of this letter to my
attention at the address noted below.
Kindest regards,
FUTURELINK DISTRIBUTION CORP.
[signed: X. Xxxxxxx]
Xxxxx Xxxxxxx
Chief Financial Officer
cc.: Xx. Xxxxxx X. Xxxxxx, Xxxxxxx Xxxxxxxxx & Co. Limited
I HEREBY UNDERSTAND AND AGREE TO THE ABOVE AMENDMENTS TO THE DEBENTURE
ACQUISITION AGREEMENT BETWEEN FUTURELINK DISTRIBUTION CORP. AND THOMSON
KERHAGHAN & CO. LIMITED, DATED AUGUST 14, 1998.
[signed: X. Xxxxxxxxx] [April 5 / 99]
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XXXXXXX XXXXXXXXX & CO. LIMITED DATE
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