VIRTUAL TECHNOLOGIES, INC.
0000 Xxxx Xxxxxxx Xxxxx, Xxxxx #000
Xxxxxxxxxx, XX 00000
Tel: (000) 000-0000 Fax: (000) 000-0000
November 24, 1997
Dominion Capital Pty. Ltd.
0 Xxxxxx Xxxxxx
Xxxxxxxxxx 0000
Xxxxxxxx, Xxxxxxxxx
Attention: Mr. Xxxxx Xxxx, President & Managing Director
Dear Sir:
Re: Amendment Agreement Dated November 24, 1997
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Pursuant to an Acquisition Agreement (the "Agreement") dated November 4, 1996
between Virtual Technologies, Inc., (the "Buyer") and Dominion Capital Pty.
Ltd., (the "Seller") the Buyer acquired the exclusive sales, distribution,
marketing and manufacturing rights for the Solpower product, SOLTRON, for the
United States, Mexico and Canada.
The Buyer and the Seller effective this 24th day of November 1997 have agreed to
amend the Agreement by making the following deletions, additions and changes:
1. The following words be added to the RECITALS after the first sentence:
"SOLTRON BEING DEFINED AS A MIXTURE OF 1(ONE) PART SOLTRON ENZYME
CONCENTRATE AND 10 (TEN) PARTS KEROSENE."
2. By deletion of ITEMS 2B, 2C and 2D and that the following be replaced as
ITEM 2B:
"BASED SOLELY ON THE GROSS SALES FIGURES OF THE SOLPOWER PRODUCT
SOLTRON IN THE NORTH AMERICAN MARKET, BUYER SHALL OFFER STOCK
OPTIONS TO BE ISSUED IN THE NAME OF THE SELLER AND/OR ITS NOMINEES
AND PAY PERFORMANCE BONUSES, AS FOLLOWS:
(i) IF GROSS SALES FOR THE PRODUCT EQUALING $10,000,000 (TEN MILLION
DOLLARS), THE SELLER HAS THE OPTION TO PURCHASE 100,000 (ONE
HUNDRED THOUSAND) SHARES OF COMMON STOCK AT $2.50 (TWO DOLLARS AND
FIFTY CENTS) PER SHARE, PLUS A CASH PERFORMANCE BONUS OF $400,000
(FOUR HUNDRED THOUSAND DOLLARS).
(ii) IF GROSS SALES FOR THE PRODUCT EQUALING $20,000,000 (TWENTY
MILLION DOLLARS), THE SELLER HAS THE OPTION TO PURCHASE 150,000
(ONE HUNDRED AND FIFTY THOUSAND) SHARES OF COMMON STOCK AT $3.50
(THREE DOLLARS AND FIFTY CENTS) PER SHARE, PLUS A CASH PERFORMANCE
BONUS OF $400,000 (FOUR HUNDRED THOUSAND DOLLARS).
(iii) IF GROSS SALES FOR THE PRODUCT EQUALING $50,000,000 (FIFTY MILLION
DOLLARS), THE SELLER HAS THE OPTION TO PURCHASE 250,000 (TWO
HUNDRED AND FIFTY THOUSAND) SHARES OF COMMON STOCK AT $4.50 (FOUR
DOLLARS AND FIFTY CENTS) PER SHARE, PLUS A CASH PERFORMANCE BONUS
OF $500,000 (FIVE HUNDRED THOUSAND DOLLARS).
(iv) IF GROSS SALES FOR THE PRODUCT EQUALING $100,000,000 (ONE HUNDRED
MILLION DOLLARS), THE SELLER HAS THE OPTION TO PURCHASE 250,000
(TWO HUNDRED AND FIFTY THOUSAND) SHARES OF COMMON STOCK AT $5.00
(FIVE DOLLARS) PER SHARE, PLUS A CASH PERFORMANCE BONUS OF
$1,000,000 (ONE MILLION DOLLARS)."
3. That ITEM 4 be amended by adding the following words after the first
sentence:
"THE BUYER SHALL HAVE THE OPTION TO EXTEND THE TERM OF THIS
AGREEMENT FOR AN ADDITIONAL PERIOD OF 5 (FIVE) YEARS."
The Buyer and Seller have executed this Amendment Agreement as of the date first
set forth above.
VIRTUAL TECHNOLOGIES, INC. DOMINION CAPITAL PTY. LTD.
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxx Xxxx
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By: Xxxxx Xxxxxxxxx By: Xxxxx Xxxx
WITNESSED:
By: /s/ Xxxxx X. Xxxxx on this 17th day of December, 1997.
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