SECOND AMENDMENT AGREEMENT TO THE ASSET PURCHASE AGREEMENT

SECOND AMENDMENT AGREEMENT TO THE ASSET PURCHASE AGREEMENT

THIS AGREEMENT made the 6^th day of June, 2008.

BETWEEN:

Cybermesh International Corp., a Nevada corporation with a  

registered office at #000-000 Xxxx Xxxxxxx Xxxxxx Xxxx, Xxxxxx, XXX

00000

 (herein called the "Acquirer")

OF THE FIRST PART

AND:

Cyber Mesh Systems Inc., a British Columbia Corporation, with offices  

located at #000-0000 Xxxxxxx Xxx, Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx  

(herein called the "Company")  

 OF THE SECOND PART

AND:

Xxxx Xxxxxx, #305 0000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx  

Xxxxxxxx, Xxxxxx, X0X 0X0 and Xxxxx Xxxxxx of #1008 – 0000 

Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0XX  

(collectively, the "Principals")

OF THE THIRD PART

WHEREAS the Acquirer, the Company and the Principals entered into an Asset Purchase Agreement (the "Agreement") dated February 28, 2008;

AND WHEREAS the Acquirer, the Company and the Principals entered into an Amendment Agreement to the Agreement to extend the closing date of the Agreement to June 6, 2008;

AND WHEREAS the Acquirer, the Company and the Principals further wish to amend the Agreement to extend the closing date of the Agreement to June 30, 2008;

AND WHEREAS the parties desire to amend the Agreement in respect of the foregoing;

THEREFORE in consideration of the premises and mutual covenants and agreements herein contained, and for other good and valuable consideration, the parties hereto agree as follows:

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1.	All capitalized terms not otherwise defined herein shall have the meanings set out in the Agreement.
2.	Section 1.11 of the Agreement, as amended, is amended by deleting the words “June 6, 2008” and inserting the words “June 30, 2008”.
3.	The parties further agree that the intent and the wording of the Agreement be and is hereby amended for such additional changes as may be necessary or incidental in order to give effect to the foregoing agreement between the parties.
4.	Except as hereby amended, the Agreement shall remain unamended and in full force and effect.
5.	This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
6.	This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada.

IN WITNESS WHEREOF the parties have properly executed this Agreement as of the day and year first above written.

CYBERMESH INTERNATIONAL CORP.		CYBER MESH SYSTEMS INC.
per:	/s/ Xxxxxx Delapengha	per:   /s/ Xxxx Xxxxxx
	Authorized Signatory	Authorized Signatory

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SIGNED, SEALED AND DELIVERED	)
by Xxxx Xxxxxx in the presence of:	)
	)
/s/ Xxxx Xxxxxx	)	/s/ Xxxx Xxxxxx
Name	)	XXXX XXXXXX
	)
	)
Address	)
	)
	)
Occupation	)
SIGNED, SEALED AND DELIVERED	)
by Xxxxx Xxxxxx in the presence of:	)
	)
/s/ Xxxxx Xxxxxx	)	/s/ Xxxxx Xxxxxx
Name	)	XXXXX XXXXXX
	)
	)
Address	)
	)
	)
Occupation	)

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