eB2B Commerce, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
November 12, 1999
Xxxxxx X. Xxxxxxxxxx, Xx.
Chief Executive Officer & Chairman
DynamicWeb Enterprises, Inc.
271 Route 00 Xxxx
Xxxxxxxx X, Xxxxx 000
Xxxxxxxxx, XX 00000
Re: Loan Agreement
Dear Xx. Xxxxxxxxxx:
The purpose of this letter is to set forth the understandings (the
"Agreement") between eB2B Commerce, Inc. ("eCom") and DynamicWeb Enterprises,
Inc. (the "Company" or the "undersigned") pursuant to which eCom will provide
loans to the Company in contemplation of a merger between eCom and the Company,
as provided for in the Letter Agreement between the parties, dated November 10,
1999 (the "Letter Agreement"). Unless otherwise defined herein, the terms used
in this Agreement shall have the meanings assigned in the Letter Agreement.
1 Interim Loan.
1.1 First Loan. Upon the signing of this Agreement, eCom agrees to make a
loan to the Company in the amount of $250,000 (the "First Loan"). The First Loan
shall accrue simple interest at 8% per year which will be payable when the First
Loan becomes due. The First Loan will have a term maturing on the four month
anniversary of the date of the Letter Agreement ("Maturity Date"), except that,
in the event the Transaction does not close as a result of eCom choosing not to
proceed to close the Transaction, for any reason, the new Maturity Date will
become the first anniversary of the date of the Letter Agreement.
In the event the First Loan is not repaid within 30 days of the Maturity
Date, the First Loan, together with interest, will be convertible, at the
discretion of eCom, into a number of shares of the Company's common stock
determined by multiplying such amount by a fraction, the numerator of which is
the First Loan amount plus accrued interest, and the denominator of which is
$.25.
1.2 Second Loan. Upon the earlier of (i) the initial closing of eCom's
private placement offering of its securities, or (ii) December 1, 1999, eCom
agrees to make an additional loan to the Company in the amount of $250,000 (the
"Second Loan"). The Second Loan shall accrue simple interest at 8% per year
which will be payable when the Second Loan becomes due. The Second Loan will
have a term maturing on the Maturity Date, except that, in the event the
Transaction does not close as a result of eCom choosing not to proceed to close
the Transaction, for any reason, the new Maturity Date will become the first
anniversary of the date of the Letter Agreement.
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In the event the Second Loan is not repaid within 30 days of the Maturity
Date, the Second Loan, together with interest, will be convertible, at the
discretion of eCom, into a number of shares of the Company's common stock
determined by multiplying such amount by a fraction, the numerator of which is
the Second Loan amount plus accrued interest, and the denominator of which is
$.25.
1.3 Third Loan. Upon the earlier of (i) the receipt by eCom of gross
proceeds of at least $15 million from eCom's private placement offering, or (ii)
December 15,1999, eCom agrees to make an additional loan to the Company in the
amount of $1.5 million (the "Third Loan"). The Third Loan will accrue simple
interest at the rate of 8% per year which will be payable when the Third Loan
becomes due. If the Third Loan is made, the First Loan, the Second Loan and the
Third Loan will be aggregated into a single loan of $2 million (the "Interim
Loan"). The Interim Loan will have a term maturing on the Maturity Date, except
that, in the event the Transaction does not close as a result of eCom choosing
not to proceed to close the Transaction, for any reason, the new Maturity Date
will become the first anniversary of the date of the Letter Agreement.
In the event the Interim Loan is not repaid within 30 days of the Maturity
Date, the Interim Loan, together with interest, will be convertible, at the
discretion of eCom, into a number of shares of the Company's common stock
determined by multiplying such amount by a fraction, the numerator of which is
the Interim Loan amount plus accrued interest, and the denominator of which is
$.25.
Each such loan shall be evidenced by a promissory note (the "Promissory
Note") substantially in the form of the sample note attached hereto as Exhibit
A.
1.4 Conversion. In the event eCom exercises its right to convert the
Promissory Notes, as provided herein, into shares of the Company's common stock
("Shares"), eCom will deliver written notice to the Company of its intention to
convert the Promissory Notes into Shares ("Notice"). The Company will issue and
deliver a certificate representing the Shares acquired by eCom upon the exercise
of eCom's right to convert, as soon as practicable after receipt of the Notice.
2 Warrants. As additional consideration for the loans by eCom, the Company shall
issue to eCom the following: (i) upon the execution of the Letter Agreement,
warrants to purchase 2,500,000 shares of the Company's Common Stock, and (ii)
upon the execution of the Definitive Agreement, warrants to purchase an
additional 5,000,000 shares of the Company's Common Stock ("Warrants"). The
Warrants will be exercisable at a price of $2.00 per share for a period of 120
days from the date of their issuance, provided however, that in the event eCom
terminates the Letter Agreement, fails to execute a Definitive Agreement or
fails to receive gross proceeds of $15 million from its private placement
offering, then all the Warrants will be forfeited by eCom. The Warrants must be
exercised in increments of 2,500,000 Warrants. The Warrants will be subject to a
Warrant Agreement executed simultaneously with this Agreement.
3 Computation of Interest.
3.1 Base Interest Rate. Subject to subsections 3.2 and 3.3 below, the
outstanding principal amount shall bear interest at the rate of 8% per annum.
3.2 Penalty Interest. In the event a Promissory Note is not repaid on the
Maturity Date, the rate of interest applicable to the unpaid Principal Amount
shall be adjusted to 13% per annum from the date of default until repayment;
provided, that in no event shall the interest rate exceed the Maximum Rate
provided in Section 3.3 below.
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3.3 Maximum Rate. In the event that it is determined that, under the laws
relating to usury applicable to the Company or the indebtedness evidenced by
this Note ("Applicable Usury Laws"), the interest charges and fees payable by
the Company in connection herewith or in connection with any other document or
instrument executed and delivered in connection herewith shall cause the
effective interest rate applicable to the indebtedness evidenced by this Note to
exceed the maximum rate allowed by law (the "Maximum Rate"), then such interest
shall be recalculated for the period in question and any excess over the Maximum
Rate paid with respect to such period shall be credited, without further
agreement or notice, to the Principal Amount outstanding thereunder to reduce
said balance by such amount with the same force and effect as though the Company
had specifically designated such extra sums to be so applied to principal and
eCom had agreed to accept such extra payment(s) as a premium-free prepayment.
All such deemed prepayments shall be applied to the principal balance payable at
maturity. In no event shall any agreed-to or actual exaction as consideration
for any Promissory Note exceed the limits imposed or provided by Applicable
Usury Laws in the jurisdiction in which the Company is resident applicable to
the use or custody of money or to forbearance in seeking its collection in the
jurisdiction in which the Company is resident.
4 Representations and Warranties of the Company. The Company hereby represents
and warrants to eCom as follows:
4.1 Corporate Existence. The Company is a corporation, duly organized and
validly existing, in good standing under the laws of its state of incorporation,
and is duly authorized and qualified under all applicable laws, regulations,
ordinances and orders of public authorities to carry on its business in any
state or county where such qualification is necessary and to own and hold
property.
4.2 Corporate Power. The Company has full right, power and authority to
enter into and perform this Agreement, and each Promissory Note (collectively,
the "Documents"), and to grant all of the rights granted and agreed to be
granted pursuant to this Agreement and the Documents.
4.3 Authorization. The Company has taken all necessary corporate action to
authorize the execution, delivery and performance of this Agreement and the
other Documents, including but not limited to, all necessary corporate action
required by its articles of incorporation and bylaws.
4.4 No Conflict, Violation or Consent Required. The execution, delivery
and performance of, and the compliance with the provisions of each of the
Documents do not and will not violate any provision of an applicable law or any
provision of the Company's articles of incorporation and bylaws, and will not
conflict with, require consent under any provision of, result in any breach of
any of the terms, conditions or provisions of, result in the creation or
imposition of any lien, charge or encumbrance upon any of the properties or
assets of the Company pursuant to the terms of, or constitute a default under or
conflict with, any other indenture, contract, mortgage, deed of trust or other
agreement or instrument to which the Company is a party or by which the Company
is bound. The Company shall not enter into other contractual obligations which
will restrict or impair its obligations under this Agreement or any other
Document.
4.5 Binding Effect. This Agreement and each Promissory Note when executed
and delivered by the Company, will constitute, valid obligations of the Company
and are binding and enforceable against the Company in accordance with their
respective terms, except as hereafter may be limited by applicable bankruptcy,
insolvency, reorganization, or similar laws affecting the enforcement of
creditor's rights and the availability of specific performance.
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5 Covenants of the Company.
5.1 Negative Covenants. The Company covenants and agrees that, so long as
any Promissory Note shall be outstanding, it will perform the obligations set
forth in this Section 5.1:
5.1.1 Liquidation, Dissolution. The Company will not liquidate or
dissolve, consolidate with, or merge into or with, any other corporation or
other entity (other than eCom), except that any wholly-owned subsidiary may
merge with another wholly-owned subsidiary or with the Company (so long as the
Company is the surviving corporation and no Event of Default shall occur as a
result thereof) except that, in the event the Transaction does not close as a
result of eCom choosing not to proceed to close the Transaction, for any reason,
then this Section shall be null and void and of no further effect;
5.1.2 Sales of Assets. The Company will not sell, transfer, lease or
otherwise dispose of, or grant options, warrants or other rights with respect
to, all or a substantial part of its properties or assets to any person or
entity, provided that this Section 5.1.2 shall not restrict any disposition made
in the ordinary course of business and consisting of
5.1.2.1 capital goods which are obsolete or have no remaining
useful life; or
5.1.2.2 finished goods inventories,
except that, in the event the Transaction does not close as a result of eCom
choosing not to proceed to close the Transaction, for any reason, then this
Section shall be null and void and of no further effect.
5.1.3 Redemptions. The Company will not redeem or repurchase any
outstanding equity securities of the Company, except for (i) repurchases of
unvested or restricted shares of Common Stock at cost from employees,
consultants or members of the Board of Directors pursuant to repurchase options
of the Company (A) currently outstanding or (B) hereafter entered into pursuant
to a stock option plan or restricted stock plan approved by the Company's Board
of Directors or (ii) rescission offers necessary or appropriate to address
violations of applicable securities laws;
5.1.4 Indebtedness. The Company will hereafter not create, incur,
assume or suffer to exist, contingently or otherwise, any indebtedness which is
not expressly subordinated in right of payment to the Promissory Notes;
5.1.5 Negative Pledge. The Company will not hereafter create, incur,
assume or suffer to exist any mortgage, pledge, hypothecation, assignment,
security interest, encumbrance, lien (statutory or other), preference, priority
or other security agreement or preferential arrangement of any kind or nature
whatsoever (including any conditional sale or other title retention agreement
and any financing lease) (each, a "Lien") upon any of its property, revenues or
assets, whether now owned or hereafter acquired, except:
5.1.5.1 Liens granted to secure indebtedness incurred to
finance the acquisition (whether by purchase or capitalized lease) of tangible
assets, but only on the assets acquired with the proceeds of such indebtedness;
5.1.5.2 Liens for taxes, assessments or other governmental
charges or levies not at the time delinquent or thereafter payable without
penalty or being contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside on its
books;
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5.1.5.3 Liens of carriers, warehousemen, mechanics, material
men and landlords incurred in the ordinary course of business for sums not
overdue or being contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside on its
books;
5.1.5.4 Liens (other than Liens arising under the Employee
Retirement Income Security Act of 1974, as amended, or Section 412(n) of the
Internal Revenue Code of 1986, as amended) incurred in the ordinary course of
business in connection with workers' compensation, unemployment insurance or
other forms of governmental insurance or benefits, or to secure performance of
tenders, statutory obligations, leases and contracts (other than for borrowed
money) entered into in the ordinary course of business or to secure obligations
on surety or appeal bonds; and
5.1.5.5 Judgment Liens in existence less than 30 days after
the entry thereof or with respect to which execution has been stayed.
5.1.6 Investments. The Company will not purchase, own, invest in or
otherwise acquire, directly or indirectly, any stock or other securities or make
or permit to exist any investment or capital contribution or acquire any
interest whatsoever in any other person or entity or permit to exist any loans
or advances for such purposes except for investments in direct obligations of
the United States of America or any agency thereof, obligations guaranteed by
the United States of America and certificates of deposit or other obligations of
any bank or trust company organized under the laws of the United States or any
state thereof and having capital and surplus of at least $500,000,000; provided,
however, that nothing contained in this Section 5.1.6 shall preclude the Company
from making acquisitions, organizing subsidiaries, or entering into joint
ventures or other business arrangements for the purpose of expanding its
business.
5.1.7 Use of Interim Loan Proceeds. The Company will not use the
proceeds from the Interim Loan for any purposes other than working capital of
the Company.
5.1.8 Transactions with Affiliates. The Company will not enter into
any transaction, including, without limitation, the purchase, sale, lease or
exchange of property, real or personal, the purchase or sale of any security,
the borrowing or lending of any money, or the rendering of any service, with any
person or entity affiliated with the Company (including officers, directors and
shareholders owning 3% or more of the Company's outstanding capital stock),
except in the ordinary course of and pursuant to the reasonable requirements of
its business and upon fair and reasonable terms not less favorable than would be
obtained in a comparable arms-length transaction with any other person or entity
not affiliated with the Company and, where the transaction is valued at in
excess of $50,000, with the prior consent of eCom.
5.1.9 Dividends. The Company will not declare or pay any cash
dividends or distributions on its outstanding capital stock.
5.1.10 Issuance of Securities. The Company may issue shares of
capital stock in the ordinary course of business; provided, however, in no event
shall the Company's issued and outstanding capital stock exceed 5,400,000 shares
of common stock on a fully diluted basis. Notwithstanding the foregoing, in the
event the Transaction does not close as a result of eCom choosing not to proceed
to close the Transaction, for any reason, then this Section shall be null and
void and of no further effect.
6 Events of Default.
6.1 The term "Event of Default" shall mean any of the events set forth in
this Section 6:
6.1.1 Non-Payment of Obligations. The Company shall default in the
payment of the principal or accrued interest of any Promissory Note as and when
the same shall become due and payable, whether by acceleration or otherwise,
after five (5) days.
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6.1.2 Non-Performance of Negative Covenants. The Company shall
default in the due observance or performance of any covenant set forth in
Section 5.1, and remains as such for a period of ten (10) days after written
notice thereof shall have been given to the Company by eCom.
6.1.3 Bankruptcy, Insolvency, etc. The Company shall:
6.1.3.1 admit in writing its inability to pay its debts as
they become due;
6.1.3.2 apply for, consent to, or acquiesce in, the
appointment of a trustee, receiver, sequestrator or other custodian for the
Company or any of its property, or make a general assignment for the benefit of
creditors;
6.1.3.3 in the absence of such application, consent or
acquiesce in, permit or suffer to exist the appointment of a trustee, receiver,
sequestrator or other custodian for the Company or for any part of its property;
6.1.3.4 permit or suffer to exist the commencement of any
bankruptcy, reorganization, debt arrangement or other case or proceeding under
any bankruptcy or insolvency law, or any dissolution, winding up or liquidation
proceeding, in respect of the Company, and, if such case or proceeding is not
commenced by the Company or converted to a voluntary case, such case or
proceeding shall be consented to or acquiesced in by the Company or shall result
in the entry of an order for relief; or
6.1.3.5 take any corporate or other action authorizing, or in
furtherance of, any of the foregoing.
6.1.4 Failure to give eCom First Refusal. The Company shall default
in the event the Company breaches the provisions of Section 7 below.
6.1.5 Cross-Default. The Company shall default in the payment when
due of any amount payable under any other obligation of the Company for money
borrowed in excess of $50,000.
6.1.6 Cross-Acceleration. Any senior debt or any other indebtedness
of the Company in an aggregate principal amount exceeding $50,000 (i) shall be
duly declared to be or shall become due and payable prior to the stated maturity
thereof or (ii) shall not be paid as and when the same becomes due and payable
including any applicable grace period.
6.2 Action if Bankruptcy. If any Event of Default described in Sections
6.1.4.1 through 6.1.4.5 shall occur, the outstanding principal amount of the
Promissory Notes and all other obligations hereunder shall automatically be and
become immediately due and payable, without notice or demand.
6.3 Action if Other Event of Default. If any Event of Default (other than
any Event of Default described in Sections 6.1.4.1 through 6.1.4.5) shall occur
for any reason, whether voluntary or involuntary, and be continuing, and remains
as such for a period of ten (10) days after written notice thereof shall have
been given to the Company by eCom, eCom may, upon notice to the Company, declare
all or any portion of the outstanding principal amount of the Promissory Notes,
together with interest accrued thereon, to be due and payable and any or all
other obligations hereunder to be due and payable, whereupon the full unpaid
principal amount hereof, such accrued interest and any and all other such
obligations which shall be so declared due and payable shall be and become
immediately due and payable, without further notice, demand, or presentment.
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7 eCom's Right of First Refusal.
7.1 If the Company receives or applies for from an unaffiliated person or
entity a bona fide offer (for the purpose of this Section 7, an "Offer") to
incur or create any indebtedness, including any refinancings or financings
involving the sale of the Company's capital stock, which Offer the Company
desires to accept, the Company shall deliver written notice (for the purpose of
this Section 7, the "Offer Notice") to eCom setting forth all the terms and
conditions of the Offer, including the aggregate financing amount, proposed
closing date, terms and the name and address of the proposed lender and/or
investor. No Offer Notice will be effective under this Section 7 if it is
received by eCom on a date fewer than thirty (30) days prior to the proposed
closing date of the proposed financing, except that, in the event the
Transaction does not close as a result of eCom choosing not to proceed to close
the Transaction, for any reason, then this Section 7 shall be null and void and
of no further effect.
7.2 Within twenty-five (25) days after receiving the Offer Notice, eCom
may, by written notice to the Company, elect to conduct the transaction with the
Company, at the price and time and on terms and conditions not less favorable to
the Company than those contained in the Offer and not less than the full amount
of the proposed financing.
7.3 If the eCom fails to elect to exercise its rights under Section 7.2,
the Company may, at any time within (but not after) forty (40) days after the
expiration of the twenty five (25) day exercise period referred to in Section
7.2, accept the proposed financing offer on the terms and conditions contained
in the Offer.
7.4 The failure of the Company to comply with this Section 7, shall be
deemed an event of default and treated as such in accordance with Section 6.
8 Indemnification.
8.1 The undersigned acknowledges that the undersigned understands the
meaning and legal consequences of the representations and warranties contained
in Section 4 hereof, and agrees to indemnify and hold harmless eCom and each
incorporator, officer, director, partner, employee, agent, and controlling
person of each thereof, past, present or future, from and against any and all
loss, damage or liability due to or arising out of a breach of any such
representation or warranty.
9 Transferability. Neither this Agreement, nor any interest of the undersigned
herein, shall be assignable or transferable by the undersigned in whole or in
part except by operation of law.
10 Construction. The parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement.
11 Confidentiality. The Company hereby acknowledges and agrees that this
Agreement is confidential, and that its terms and contents shall not be
disclosed to any person other than through a press release of eCom, except as
may be required by securities laws applicable to the Company.
12 Payment of Expenses. Each of the parties hereto shall pay all expenses and
disbursements incurred by its officers, employees, attorneys, accountants,
financial advisers and other agents and representatives in connection with this
Agreement and the performance of its obligations hereunder.
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13 Notices. Any notices required or permitted to be given to, or served upon,
any party hereto pursuant to this Agreement shall be sufficiently given or
served if sent to such party by registered or certified mail or facsimile,
addressed to it at its address, as set forth below, or to such other address as
it shall designate by written notice to the other parties addressed as follows:
If to the Company: Copy to:
Xxxxxx X. Xxxxxxxxxx, Xx. Xxxxx Xxxxxx, Esq.
Chief Executive Officer Xxxxx Raysman Xxxxxxxxx Xxxxxx
DynamicWeb Enterprises, Inc. & Xxxxxxx LLP
000 Xxxxx 00 Xxxx 120 West 45th Street
Building F, Suite 209 New York, New York 10036
Xxxxxxxxx, Xxx Xxxxxx 00000 Fax: (000) 000-0000
Fax: (973)
If to eCom: Copy to:
Xxxxx Xxxxxxxx Xxxx Xxxxxx, Esq.
Chief Executive Officer Xxxxxxxxx Xxxxxx & Xxxxxx LLP
eB2B Commerce, Inc. 00 Xxxx 00xx Xxxxxx
00 Xxxx 00xx Xxxxxx Xxxxx 000
Xxx Xxxx, Xxx Xxxx 10018 Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000 Fax: (000) 000-0000
Any party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any
party may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other party
notice in the manner herein set forth.
14 Counterparts. This Agreement may be executed in any number of counterparts
and each counterpart shall constitute an original instrument, but all such
separate counterparts shall constitute only one and the same instrument.
15 Entire Agreement. This Agreement, the Promissory Notes and the Warrants
constitute the entire agreement between the parties hereto and supersedes all
prior agreements, understandings and arrangements, oral or written, between the
parties hereto with respect to the subject matter hereof.
16 Amendments and Waivers. This Agreement may not be modified or amended except
by an instrument or instruments in writing signed by the party against whom
enforcement of any such modification or agreement is sought. Any party hereto
may, by an instrument in writing, waive compliance by the other parties with any
term or provision of this Agreement to be performed or complied with by such
other parties hereto. The waiver by any party hereto of a breach of any term or
provision of this Agreement shall not be construed as a waiver of any subsequent
breach.
17 Assignment. This Agreement is personal in nature and none of the parties
hereto shall, without the written consent of the others, assign or transfer its
rights or obligations hereunder to another company or person, except as herein
expressly provided or permitted.
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18 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Sections 5-1401 and 5-1402 of
the General Obligations Law of the State of New York shall apply to the
Promissory Notes and the Company hereby waives any right to stay or dismiss on
the basis of forum non conveniens any action or proceeding brought before the
courts of the State of New York sitting in New York County or of United States
of America for the Southern District of New York and hereby submits to the
jurisdiction of such courts.
19 Additional Documents. The Company shall at eCom's request, from time to time,
at the Company's sole cost and expense, execute, re-execute, deliver and
redeliver any and all documents, and do and perform such other and further acts,
as may reasonably be required by eCom to enable eCom to preserve and protect
eCom's rights and remedies under this Agreement or granted by law and to carry
out and effect the intents and purposes of this Agreement.
20 Waiver of Jury Trial. ECOM AND THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THIS AGREEMENT OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN
CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN), OR ACTIONS OF ECOM OR THE COMPANY. THIS PROVISION
IS A MATERIAL INDUCEMENT FOR ECOM'S ENTERING INTO THIS AGREEMENT.
Please indicate your agreement to the terms set forth herein by executing
the enclosed copy of this Agreement. This Agreement shall be null and void if it
has not been executed by all parties and returned to eCom before 5:00 p.m., New
York time, on November 12, 1999, whereupon a check or wire transfer for $250,000
will be immediately delivered.
THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK
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Very truly yours,
eB2B Commerce, Inc.
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Xxxxx Xxxxxxxx
Chief Executive Officer
ACKNOWLEDGED AND AGREED TO:
This 12th day of November, 1999
DynamicWeb Enterprises, Inc.
By: /s/ Xxxxxx X. Xxxxxxxxxx, Xx.
------------------------------------
Xxxxxx X. Xxxxxxxxxx, Xx.
Chief Executive Officer
