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EXHIBIT 10.49
AMENDMENT TO AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
This is an Amendment to the Agreement for the Exchange of Common Stock
entered into among LAL Ventures Corp. now known as Xxxxxxxx.Xxx Corporation, a
Florida corporation (the "Issuer"), Xxxx X. Xxxxxxx and Xxxxxxxx.xxx Limited, a
company organized under the laws of Ireland (the "Irish Company"). The
Agreement for the Exchange of Common Stock is referred to as the "Agreement"
and this Amendment thereto is called the "Amendment".
RECITALS
Pursuant to the terms of the Agreement, Issuer agreed to issue 8,710,410
shares of its common stock, the only class of securities which the Issuer had
outstanding, to the Irish Company in exchange for 100% of the issued and
outstanding shares of the Irish Company. That provision of the Agreement is not
correct in that it was intended by the parties that the Issuer would issue
8,659,650 shares of its common stock in exchange for 100% of the issued and
outstanding shares of Xxxxxxxx.xxx (Isle of Man) Limited, a corporation
organized under the laws of the Isle of Man (the "Manx Company"). The Agreement
also provided for the delivery at closing of certificates representing 100% of
the issued and outstanding stock of the Irish Company, which in fact did not
occur since such stock always has been owned by the shareholders of the Irish
Company who were not parties to the Agreement. 8,659,650 shares of the common
stock of the Issuer in fact were issued to the Irish Company which became the
record owner of those shares.
The parties now wish to correct the errors contained in the Agreement.
In consideration of the mutual promises herein contained and for other
good and valuable consideration, the parties agree as set forth below.
1. Upon execution of this Amendment by the parties, the Irish Company
shall cause to be issued and delivered to the Issuer certificates representing
100% of the issued and outstanding shares of the Manx Company, duly registered
in the name of the Issuer.
2. Except as expressly amended by this Amendment, the terms of the
Agreement shall remain in full force and effect. If there is any conflict
between the terms of the Agreement and this Amendment, this Amendment shall
control.
3. The Issuer and the Irish Company represent and warrant to each other
that the entry into this Amendment and the actions to be taken by each of them
pursuant to this Amendment have been duly authorized.
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4. This Amendment may be executed in several counterparts each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
Executed as of the 28th of October, 1999.
XXXXXXXX.XXX CORPORATION f/k/a XXXXXXXX.XXX LIMITED,
LAL VENTURES CORP. a company organized under
the law of Ireland
By: /s/ XXXX XXXXXX By: /s/ XXXX XXXXXX
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Xxxx Xxxxxx, President President
/s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
