4.1 Sivla Amendment
AMENDMENT
THIS AMENDMENT is to the that certain agreement effective June 30th, 2000
("Principal Agreement" attached hereto as Exhibit "A") made by and between
xxxxxxxx.xxx, Inc., a business corporation organized under the laws of the
state of Nevada with its principal offices located at 0000 Xxxxx 000,
Xxxxxxxxxxx, Xxxxxxxxxxxx 00000 ("Client"), and Xxxxx, Inc., a business
corporation organized under the laws of the state Of California with it's
principal offices located at 1006 0xx Xxxxxx- Top Floor, Xxxxxxxxxx,
Xxxxxxxxxx 00000 ("Xxxxx"), (hereinafter referred to collectively as the
"Parties").
WHEREAS certain disagreements have arisen between the Parties to the Principal
Agreement, width is attached hereto ac Exhibit "A"; and
WHEREAS the Parties wish to reconcile these disagreements and resume
performance of their duties and obligations under the Principal Agreement, as
amended hereby
NOW, THEREFORE, in consideration of the mutual promises contained in this
Amendment the Parties agree as follows:
1 "4(h) Registration Rights & Restrictions" is amended insofar as Sivla
formally retracts its demand issued October 30th 2000 for registration of 2.25
million shares of the common stock of the Client. Through the retraction,
Sivla renews its right to demand registration of the 2.25 million shares.
Sivla's renewed demand registration right is exercisable at such time as
Client requests further Media Advertising, it being the understanding of the
Parties that no such further Media Advertising shall be placed until said 2.25
million shares are registered pursuant to a valid registration statement filed
to response to Sivla's demand.
2. Within fourteen (14) days of the date on which this Amendment is fully
executed below, Client agrees to instruct its securities counsel to file an
SB-2 Registration Statement including therein one hundred sixty-six thousand
(166,000) shares of common stock to be transferred to Sivla. Sivla agrees to
provide Client's securities counsel each representations and warranties as
said counsel may reasonably request in order to complete the filing of said
SB-2.
3. Client shall cause an offer to purchase 50,000 shares of its registered
common stock for Sivla each week commencing the week beginning Monday,
November 13th, 2000. The raw share price shall be determined by the closing
bid price of the securities at the time of offer. 0nce the price is fixed by
buyer and seller, the buyer shall receive a further twenty-five (25%)
discount. So long as bona fide weekly offers are made as contemplated in this
Agreement, Xxxxx shall refrain from selling shares in the open market up to
572,000 shares.
4. Client and Sivla, and each of them, acknowledge that neither is in
default under the terms of the Principal Agreement or any agreement between
the Parties. Each party retracts any and all pending allegations of wrong
doing and agrees to resume performance of their duties under the Principal
Agreement, as amended hereby. Further, each party, for itself and on behalf of
its officers, directors, shareholders, affiliates, successors and assigns,
hereby releases and discharges forever each of the entitles named below for
all claims, whatsoever, from time beginning of the world to the date of this
agreement: The Xxxxx X Xxxxxx Organization, Ins, Venture Capital Media, Inc.
Venture Capital Media, Ltd. sad Xxxxxxx XxXxxx Richmond P.C., together with
each entity's officers, directors and shareholders.
5. Should any provision of this Amendment be determined to be invalid,
illegal or unenforceable by a court of competent jurisdiction, then, such
provision shall be amended by the parties hereto so as to make it valid, legal
and enforceable but keeping it as close to its original meaning as possible.
The invalidity, illegality or unenforceability of any provision shall not
affect in any manner the other provisions herein contained, which remain in
full force and affect.
6. The Parties agree to accept facsimile signatures as original signatures
In full execution of this Amendment to the Principal Agreement
BY CAUSING THIS DOCUMENT TO BE EXECUTED HERE BELOW, THE PARTIES
ACKNOWLEDGE THAT THEY HAVE READ THIS AMENDMENT, UNDERSTAND IT, AND
AGREE TO BE BOUND BY ITS TERMS AND CONDITION. EACH PARTY CERTIFIES THAT THEY
HAVE HAD TIME TO CONSULT WITH COUNSEL OF THEIR CHOOSING AND ARE NOT SIGNING
THIS AMENDMENT UNDER DURESS.
IN WITNESS WHEREOF, Sivla and. Client have executed this Amendment in multiple
duplicate originals.
AGREED TO & ACCEPTED By: AGREED TO & ACCEPTED BY:
SIVLA, INC. XXXXXXXX.XXX, INC.
By:/s/Xxxxxx X. Xxxxx Date 11/6/00 By:/s/Xxxxxx X. Xxxxxx Date 11/15/00
-------------------------------- ---------------------------------
Xxxxxx X Xxxxx , its President Xxxxxx X. Xxxxxx its CE0
and not individually and not individually
/s/Xxxxxxx Xxxxxxx
--------------------- -------------------
Witness Witness
State of California Commonwealth of Pennsylvania.
Sacraomento, 55. Monroe, SS.
November ___, 2000 November____2000
Xxxxxx X. Xxxxx personally appeared before Xxxxxx X Xxxxxx personally
Me and acknowledged his execution to the appeared before us and
Of the foregoing instrument to be the free acknowledged his execution
act and deed of Xxxxx,Inc. of the foregoing instrument to be
the free act and deed of
xxxxxxxx.xxx,Inc.
Before me, Before me,
/s/Xxxxx X. Xxxxxxx /s/ Xxxxx Xxxxx
------------------- ---------------
Notary Public Notary Public
My commission expires: My commission expires
