KINETIC VENTURES LTD.
SUITE 850, 0000 XXXX XXXXXX XXXXXX
XXXXXXXXX, X.X.
V6E 2M6
November 18, 1998
NORTHFIELD CAPITAL 284085 B.C. LTD.
CORPORATION Suite 390, 0000 Xxxxxxxx Xxxxxx
Xxxxx 0000, 000 Xxx Xxxxxx Xxxxxxxxx, X.X.
Toronto, Ontario V6B 5L1
M5H 2S6
(collectively the "Vendors")
I5IVE COMMUNICATIONS INC.
Suite 000, 0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X.
V6B 5L1
Dear Sirs:
RE: PURCHASE OF SHARES OF I5IVE COMMUNICATIONS INC. (THE "COMPANY")
When signed by each of the Vendors and the Company this letter will evidence the
amendment to that agreement dated October 9, 1998 and accepted effective October
30, 1998 (the "Share Purchase Agreement") with us (the "Purchaser") in respect
of the acquisition by the Purchaser of all of the shares of the Company (the
"Shares") from the Vendors. Capitalized terms in this agreement shall have the
same meaning as in the Share Purchase Agreement.
For valuable consideration paid by each party to the other, the receipt of which
is hereby acknowledged, the Share Purchase Agreement is amended as follows:
1. Section D of the Share Purchase Agreement is deleted and replaced with the
following:
"D. WORKING CAPITAL LOAN
Upon the execution and delivery of this agreement by the Vendors and
the Company, the Purchaser shall advance to the Company the sum of
Cdn$ 100,000 as an interest free loan to be used for working capital
in the Company's business (the "Loan"). The Loan shall only be used to
finance the Business in the ordinary course and shall not be used to
repay any outstanding non-arms length indebtedness of the Company or
pay any dividends,
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bonuses or payouts. The Loan shall be repayable on demand without interest
if (i) it is not used for the foregoing purposes; or (ii) the acquisition
of the Shares by the Purchaser from the Vendors does not close on or
before January 29, 1999. If (i) occurs the Company shall repay the Loan
in cash and if (ii) occurs the Purchaser, at its option, may require the
Company to repay the Loan in cash or to issue to or as directed by the
Purchaser that number of common shares of the Company equal to 3% of the
common shares of the Company then outstanding on a fully diluted basis for
an aggregate purchase price of Cdn$ 100,000."
The Company acknowledges receipt of the Loan and delivers to the Purchaser
herewith a promissory note evidencing such indebtedness.
2. The first part of paragraph (a) of section F of the Share Purchase
Agreement respecting the conditions precedent for the Vendors to close is
amended as follows:
(a) The Purchaser does not need to have completed the Private Placement
referred to in paragraph F(a)(2) prior to closing; and
(b) Quotations for the Purchaser's common stock do not need to have
appeared on the OTC bulletin board for at least the five consecutive
trading days before the Closing Date as referred to in paragraph F(a)(9).
3. If the acquisition of the Shares does not complete by January 29, 1999 the
Purchaser shall forthwith change its name to one which does not contain the
words "Suite 000.xxx" and which does not indicate or imply an association
with the Company or Business;
4. Notwithstanding the provisions of section B.34 and the second paragraph 2
of part F(a) of the Share Purchase Agreement the parties acknowledge that
as at June 30, 1998 the accounts payable of the Company as shown on the
June 30, 1998 balance sheet included not more than Cdn$ 70,000 of
liabilities owed by the Company to one or more of the shareholders and
their affiliates and that these accounts payable are to be repaid in the
normal course and are not included in the Cdn$ 717,702 which is to forgiven
or converted into shares of the Company prior to closing; and
5. The closing shall take place on December 8, 1998 or as soon as possible
thereafter.
Except as amended hereby the Share Purchase Agreement shall continue in full
force and effect. This agreement may be signed in one or more counterparts which
shall together comprise one and the same document. This agreement may also be
delivered by telecopier which delivery shall be deemed to be valid and
sufficient.
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If the foregoing correctly reflects our agreement please sign below where
indicated.
Yours truly,
KINETIC VENTURES LTD.
Per:
Xxxxx X. Xxxxxx,
President
AGREED AND ACCEPTED
NORTHFIELD CAPITAL
CORPORATION 284085 B.C. LTD.
per: per:
Signature Signature
Name Position Name Position
Date Date
I5IVE COMMUNICATIONS INC.
per:
Signature
Name Position
Date
