Exhibit 8(c)
MUTUAL WAIVER
Pursuant to that Share Purchase Agreement dated as of the 11th day of January,
1999, as amended by the Amending Agreement dated as of the 29th day of February,
1999 (collectively, the "Share Purchase Agreement") among Powertech Inc, Xxxxx
Xxxxxxx and Xxxxxx Xxxx, each of the undersigned hereby:
1. Acknowledge and waive the requirement under Section 7.1 of the Share Purchase
Agreement that the Closing takes place on February 5, 1999 and agrees that the
Closing will take place as of the date hereof.
2. Acknowledge and waive the requirement under Sections 6.2(a) of the Share
Purchase Agreement that the Purchaser have not less than $1,012,500 in its
account. Notwithstanding this waiver, Powertech Inc. will have the said funds in
its account on or before February 26, 1999.
3. Acknowledge and waive the requirement under Section 6.2(d) of the Share
Purchase Agreement specifically and only with respect to:
(a) the shares of the Purchaser are not currently listed and quoted on
the NASD Over the Counter Bulletin Board which is in breach of Section 4.1(e) of
the Share Purchase Agreement; and
(b) there is an investigation of the Purchaser by the US Securities and
Exchange Commission which is in breach of Section 4.3(b) of the Share Purchase
Agreement.
4. Acknowledge and waive the requirement under Section 6.2(e) of the
Share Purchase Agreement specifically and only with respect to that the
Purchaser has not raised and does not have in its account funds in an amount not
less than $1,012,500 which is in breach of Section 5.2(h) of the Share Purchase
Agreement. Notwithstanding this waiver, Powertech Inc. will raise and have the
said funds in its account on or before February 26, 1999.
5. Acknowledge and waive the requirement under Section 6.2(f) of the Share
Purchase Agreement specifically and only with respect to the shares of the
Purchaser not currently being listed and quoted on the NASD Over the Counter
Bulletin Board.
6. Acknowledge and waive the requirement under Section 6.2(g) of the Share
Purchase Agreement specifically and only with respect to the investigation of
the Purchaser by the US Securities and Exchange Commission.
7. Acknowledge and waive the requirement under Section 5.4 of the Share Purchase
Agreement that the Vendors enter into employment agreements.
8. All capitalized terms not defines in this Waiver will have the meaning given
to such terms in the Share Purchase Agreement.
DATED as of the 12th day of February, 1999.
POWERTECH, INC.
Per: illegible
---------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED )
by XXXXX XXXXXXX in the presence of: )
)
)
[illegible] ) /s/ Xxxxx Xxxxxxx
---------------------------------- ) -------------------------(seal)
Name ) XXXXX XXXXXXX
[graphic ommitted] )
---------------------------------- )
Address )
)
)
---------------------------------- )
Occupation )
SIGNED, SEALED AND DELIVERED )
by XXXXXX XXXX in the presence of: )
)
illegible ) /s/ Xxxxxx Xxxx
---------------------------------- ) -------------------------(seal)
Name ) XXXXXX XXXX
)
[graphic ommitted] )
---------------------------------- )
Address )
)
)
---------------------------------- )
Occupation )
