KINETIC VENTURES LTD.000 - 0000 XXXX XXXXXX XXXXXX XXXXXXXXX, X.X. V6E 2M6
December 3, 1998
NORTHFIELD CAPITAL CORPORATION 284085 B.C. LTD.
Suite 0000, 000 Xxx Xxxxxx Xxxxx 000, 0000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxxxxx, B.C. V6B 5L1
I5IVE COMMUNICATIONS INC.
Suite 000, 0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X. V6B 5L1
Dear Sirs:
RE: PURCHASE OF SHARES OF I5IVE COMMUNICATIONS INC.("I5IVE") BY KINETIC
VENTURES LTD. (THE "PURCHASER") PURSUANT TO THAT SHARE PURCHASE AGREEMENT
DATED OCTOBER 9, 1998, AS AMENDED, (THE "AGREEMENT") AMONG KINETIC VENTURES
LTD., NORTHFIELD CAPITAL CORPORATION, 284085 B.C. LTD. AND I5IVE
COMMUNICATIONS INC.
The Purchaser hereby acknowledges that:
1. notwithstanding the provisions of paragraph B. 3 of the Agreement i5ive has
or, prior to closing, will have granted options to purchase 70,202 Class A
common shares in its capital at a price of US$ 7.12 per share and:
(a) consents thereto pursuant to paragraph B. 4 of the Agreement: and
(b) agrees it will assume such options and issue, in their place, stock
options to purchase shares of the Purchaser's common stock on the
basis of an option to purchase one share of i5ive being equivalent to
an option to purchase 4.745 shares of the Purchaser at an exercise
price of US$ 1.50 per share.
2. paragraphs A. 3 and B. 2 of the Agreement regarding the representations and
warranties share capital are amended to reflect that the authorized capital
of i5ive now consists of 90,000,000 Class A common shares and 10,000,000
Class B common shares of which 717,803 Class A shares and no Class B shares
are issued and outstanding and that Northfield Capital Corporation now owns
415,018 Class A shares and 284085 B.C. Ltd now owns 302,785 Class A shares.
KINETIC VENTURES LTD.
Per: _____________________________ Authorized Signature
