EXHIBIT 10.49
AGREEMENT
Between
TOP COPY CC
("Seller")
and
XXXXXXXXXX.XXX INC.
("Purchaser")
WHEREAS the agreement entered into for the sale of the business of the
Seller to the Purchaser and concluded on 20 May 1999 (The "Sale of Business
Agreement") has lapsed due to the non-fulfillment of the condition precedent
contained in clause 2.3 thereof, the Parties wish to reinstate the Sale of
Business Agreement and effect certain amendments so as to accommodate the
Purchaser's delays.
NOW THEREFORE THE PARTIES AGREE:
1. REINSTATEMENT OF SALE OF BUSINESS AGREEMENT
The parties agree that the Sale of Business Agreement is hereby
reinstated with full force and effect from date of signature hereof save
that, and subject to, the terms of this agreement which hereby amend,
where applicable, the Sale of Business Agreement.
2. INTEREST ON PURCHASE PRICE
The parties hereby agree that interest shall be payable on the full
amount of the purchase price at a rate of 6.5% (six and a half per
centum) per annum, calculated daily, from 23 August 1999 to the date of
payment of the full amount of the purchase price, and such interest
shall be paid together with the purchase price.
3. CHANGE OF EFFECTIVE DATE AND IMPLEMENTATION DATE
The parties hereby amend the Sale of Business Agreement as follows:
3.1 The definition of "effective date" in clause 1.2.5 is amended to
read "means the close of business 15th May 2000".
Xxxxxx Xxxx
X X Xxxx & Associates
0 Xxxxxxxxxxxx Xxxxxx XXXX XXXX
E-Mail: xxxxx@xxxxxxx.xxx
Phone: 0000000
Facsimile: 4612287
Cell: 000 000 0000
3.2 The definition of "implementation date" in clause 1.2.6 is amended
to read "means close of business on 15th May 2000".
3.3 The transfer of ownership and the closing of all Xxxxxxxxxx.Xxx
acquisitions, of which your company is one, occur simultaneously
with the closing of the initial public offering. Your presence
will be required in New York City for this closing and you will be
notified of this date with as much lead-time as possible.
4. COUNTERPARTS
This agreement may be entered into any number of counterparts and by the
parties to it on separate counterparts, each of which when so executed
and delivered shall be an original, but all the counterparts shall
together constitute one and the same instrument.
5. GENERAL
No waiver, indulgence, leniency or extension of time which a part (the
"Grantor") may grant of show to the other, will in any way prejudice the
Grantor from exercising any of this rights in the future and no
variation of, or addition or agreed cancellation to the agreement shall
be of any force or effect unless it is reduced to writing and signed by
or on behalf of the parties.
SIGNED on behalf of TopCopy CC at Cape Town on the 28th day of March 2000 in
the presence of the undersigned witnesses:
AS WITNESSES:
1. /s/ [ILLEGIBLE] for TopCopy CC
------------------------------
2./s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
------------------------------ ---------------------------------
Member who warrants that he is
duly authorized
SIGNED on behalf of Colorsmart.Con Inc. at [ILLEGIBLE] on the day of
2000 in the presence of the undersigned witnesses:
AS WITNESSES:
1. for Xxxxxxxxxx.Xxx Inc.
------------------------------
2.
------------------------------ ---------------------------------
Director who warrants that he is
duly authorized
Xxxxxx Xxxx
X X Xxxx & Associates
0 Xxxxxxxxxxxx Xxxxxx XXXX XXXX
E-Mail: xxxxx@xxxxxxx.xxx
Phone: 0000000
Facsimile: 4612287
Cell: 000 000 0000
