Exhibit 10.3
THIS FIRST ADDENDUM AGREEMENT is made as of the 30th day of December 2002
BETWEEN:
BARRINGTON SCIENCES INTERNATIONALCORPORATION, a corporation
incorporated under the federal laws of Canada and having its
registered and records office at Suite 1260, 0000 Xxxx Xxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
(the "Vendor")
AND:
Financial Express Corporation, a corporation incorporated
under the laws of the State of Nevada, United States of
America
(the "Purchaser")
WHEREAS:
A. The parties have entered into an Asset Purchase Agreement (the "Asset
Purchase Agreement") relating to the purchase by the Purchaser of the property
and assets of the Vendor's Business (as defined in the Asset Purchase
Agreement); and
B. The parties now wish to enter into this Addendum for the purpose of making
certain revisions to the Asset Purchase Agreement as hereinafter provided;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the
covenants, agreements, representations, warranties and payments hereinafter set
forth and provided for, the parties hereto hereby covenant and agree as follows:
1. AMENDMENTS
1.1 Revision of Purchase Price and Purchaser's Consideration. The Asset Purchase
Agreement is amended by revising the aggregate consideration to be paid by the
Purchaser to the Vendor thereunder by adding, as additional consideration, the
issuance by the Purchaser of share purchase warrants entitling the holder to
purchase an aggregate of 396,416 common shares of the Purchaser, and
specifically Part 3 thereof ("Purchase Price") is hereby amended by adding to
the Purchaser's Consideration (as defined in the Asset Purchase Agreement) the
following:
"an aggregate of 396,416 share purchase warrants, which shall be
assignable at the option of the Vendor, each of which shall entitle the
holder to purchase one common share of the Purchaser at a price of CDN
$0.75 at any time prior to October 31, 2004",
and all references in the Asset Purchase Agreement to the Purchaser's
Consideration shall include such warrants.
1.2 Counterpart and Facsimile Execution. This amendment may be executed in
counterparts and by facsimile, and such counterparts and facsimile copies
together shall constitute a single agreement.
IN WITNESS WHEREOF the parties have duly executed this agreement.
BARRINGTON SCIENCES INTERNATIONAL
CORPORATION, by its duly authorized signatory:
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Signature
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Name and Title
Financial Express Corporation, by its duly authorized signatory:
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Signature
Xxxxx Xxxxxxx,
