EXH10-25
THIS AGREEMENT made this 13th day of April, 1995.
BETWEEN:
FIBERCORE INCORPORATED
a body corporate duly incorporated
under the laws of the State of Nevada,
one of the United States of America
(hereinafter called the Vendor)
OF THE FIRST PART
-and-
MIDDLE EAST SPECIALIZED CABLES CO.
a body corporate duly incorporated
under the laws of the Kingdom of Saudi Arabia
(hereinafter called the Purchaser)
OF THE SECOND PART
-and-
SHAWMUT BANK, N.A.
of the City of Boston,
in the State of Massachusetts
(hereinafter called the Escrow Agent)
OF THE THIRD PART
ESCROW AMENDING AGREEMENT
WHEREAS by an Escrow dated the 13th day of April, 1995 between the
parties hereto the Escrow Agent agreed to hold and deliver certain shares and
warrants of the Vendor as required by the provisions of a Share Purchase
Agreement dated April 13, 1995 between the Purchaser and the Vendor;
AND WHEREAS by reason of the merger of the Vendor with Venturecap Inc.,
a Nevada corporation in July of 1995 and an increase in the authorized share
capital of the merged Company, the Purchaser and the Vendor have amended the
Share Purchase Agreement of April 13th 1995 by an agreement dated the 15th day
of September 1995;
AND WHEREAS it is incumbent upon the parties hereto to amend the Escrow
Agreement to reflect the changes in the Share Purchase Agreement:
NOW THEREFORE THIS AGREEMENT: WITNESSETH that in consideration of the
mutual covenants and agreements contained herein the parties hereto do agree as
follows:
l. That the Escrow Agreement dated April 13th 1995 between the parties is
hereby amended as follows:
by deleting Sections 1 and 2 of the said agreement and substituting the
following:
1. The Vendor shall deliver to the Escrow Agent and the Escrow
Agent shall receive the following documents which shall be
held by the Escrow Agent in escrow subject to conditions of
this Agreement:
(a) Share certificate(s) for 312,061 shares of the
capital stock of the Vendor in the in the name of the
purchaser or its nominees;
(b) 550,696 Share Warrants granting the Purchaser or its
nominees the right to purchase 550,696 shares of the
capital stock of the Vendor for $1.63429 per share
any time within 2 years of the date of the Agreement;
(c) Share certificate(s) for 238,635 shares of the
capital stock of the Vendor in name of the Purchaser
or its which documents are hereinafter called "the
escrow documents".
2. The Escrow agent shall hold the escrow documents in escrow
undelivered and:
(a) shall deliver the 312,061 shares and the 550,696
warrants described in the amended paragraphs l(a) and
l(b) of the Amended Share Purchase Agreement fifteen
(15) days after receipt by the Escrow Agent of a
notarially certified copy of the Agreement for
exclusive supply of products by the Purchaser to the
joint venture company Middle East Fiber Cable (MEFC)
executed by the MEFC (the "Exclusive Supply
Agreement");
(b) shall deliver to the Purchaser the 238,635 shares
referred to in clause l(c) of the Amended Share
Purchase Agreement fifteen (15) days after receiving
a Notice of Exercise of the Warrants, specifying that
the warrants referred to in clause l(c) have been
exercised and confirmed by both the Purchaser and the
Vendor. In the event of a partial exercise of the
warrants fifteen (15) days after receiving a Notice
of Partial Exercise of the Warrants which has been
confirmed by the Purchaser and the Vendor the Escrow
Agent shall deliver the number of shares specified in
it;
2. In all other respects the terms and conditions of the Escrow Agreement of
April 13th, 1995 are confirmed and ratified and shall remain binding upon the
heirs, executors, administrators and assigns of each of the parties hereto.
IN WITNESS WHEREOF the parties hereto have hereto affixed their hands
and seals this 15th day of September l995.
FIBERCORE INCORPORATED
per: ___/s/___________________
MIDDLE EAST SPECIALIZED CABLES CO.
per: __/s/____________________
SHAWMUT BANK N.A.
per: __/s/____________________
