EXHIBIT 99.6
SUPPLEMENTARY AGREEMENT
TO THE
STOCK TRANSFER AGREEMENT AND THE COOPERATION AGREEMENT
DATED 27 AUGUST 2000
BY AND BETWEEN
SCI AND IVI & SCI, IVI and eSSI, respectively
This SUPPLEMENTARY AGREEMENT is made as of this _____ day of October, 2000,
by Sino-Overseas Construction Information Co., Ltd.(hereinafter `SCI'), e Smart
Systems Inc. (hereinafter `eSSI') and Intermarket Ventures Inc. (hereinafter
`IVI').
W I T N E S S E T H:
WHEREAS, IVI & eSSI have informed SCI that in order to comply with
the latest SEC and NASD rules involving mergers with listed companies as well as
IRS rules for taxing merger transactions and in order to obtain the goals of the
Parties hereto, eSSI has agreed to be acquired by way of a reverse merger with a
100% owned subsidiary of a listed US Shell Company instead of being acquired by
a reverse merger directly with the listed US Shell Company, all as is more fully
detailed in the Memo attached hereto and made part hereof;
WHEREAS, Pursuant to that certain Share Transfer Agreement and
Cooperation Agreement both dated 27th August 2000, SCI and IVI are to each own
45% of the US Listed Company that owns a 50% interest in e Smart City Card Co.,
Ltd., a Chinese corporation ("eSCCC");
WHEREAS, the post-merger listed U.S. Company will be e Smart
Technologies, Inc. ("eSTI"), instead of eSSI, as originally contemplated; and
WHEREAS, post-merger, eSTI will own 100% of eSSI;
NOW THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereto agree as
follows:
1. Instead of each directly owning 45% of eSSI, the company that owns 50% of
eSCCC; both SCI and IVI will each directly own 45% of eSTI when it becomes
the 100% owner of eSSI upon completion of the merger between eSSI and BAC.
2. Intermarket Ventures Inc. will own 90% of the listed company (BHI) upon
completion of the merger between eSSI and BAC.
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3. All other rights and obligations of eSSI pursuant to all legal documents
signed by the Parties on 27th August 2000 remain the same, and will be
carried out by Merged eSSI.
4. The by-laws, officers and directors of eSTI and those of eSSI shall be
identical unless and until in a duly executed agreement IVI and SCI agree
to a different arrangement in the future.
5. If there is any discrepancy between previous legal documents and this one,
this one shall prevail;
6. Above clauses shall be written in English and Chinese. Both language
versions shall have the same legal effect.
IN WITNESS WHEREOF, each of the parties hereto has cause this
Agreement to be executed on its behalf by its duly authorized representative as
the date first above written.
SCI:
IVI:
ESSI:
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