Exhibit 10.57
ESCROW AGREEMENT AMENDMENT
THIS AGREEMENT made as of August 1, 2002
BETWEEN:
MOVING BYTES INC. (formerly E*Comnetrix Inc.), a company continued under the
Canada Business Corporations Act, having an office at 0000 Xxxxxx Xx., Xxx.
0000, Xxxxxxxxxx, Xxxxxxxxxx, XXX 00000 ("Moving Bytes") - and -
XXXX XXXXX, businessman, of 000 Xxxxx Xxxx Xxxx #0, Xxxx, Xxxxxx, X.X.X. 00000,
("Xxxxx") - and -
J. XXXX MUSTAD, businessperson, of 000 Xxxx Xxxxx Xxxx, Xxx Xxxxxx, Xxxxxxxxxx
00000 ( the "Escrow Agent"),
WITNESSES THAT WHEREAS:
A. Moving Bytes, Xxxxx and Escrow Agent (collectively, the "Transaction
Parties") have entered into an agreement dated February 28, 2002 pursuant
to which 1,000,000 units (the "Units") consisting of one common share in
the capital of Moving Bytes (the "Shares") and one non-transferable share
purchase warrant entitling Xxxxx to purchase one additional common share in
the capital of Moving Bytes (the "Warrants") were deposited in escrow with
the Escrow Agent to be released under certain terms and conditions (the
"Escrow Agreement");
C. The parties wish to amend the Escrow Agreement subject to the following
terms and conditions (the Amendment");
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the recitals,
the following agreements, the payment of One Dollar ($1.00) made by each party
to the other, and other good and valuable consideration, the receipt and
sufficiency of which is acknowledged by each party, the parties agree as
follows:
1. Paragraph 2.2(b) of the Escrow Agreement be deleted and the following be
substituted therefore:
2.2(b) subsequent to the date the Shares and Warrants are issued (the "Issue
Date"), that Moving Bytes Inc. (formerly E*Comnetrix Inc.) reports two
consecutive fiscal quarters of positive earnings before interest, taxes,
depreciation and amortization charges once all non-cash expenses are removed
from the calculation of earnings;
2. In all other respects, all representations, covenants, clauses, agreements,
provisions, stipulations, conditions, powers, matters and things whatsoever
contained in the Escrow Agreement are ratified by the parties and will remain in
full force and effect.
3. This Amendment and each of its terms and provisions will enure to the benefit
of and be binding upon the parties to this agreement and their respective heirs,
executors, administrators, personal representatives, successors and assigns.
4. This Amendment constitutes the entire agreement between the parties with
respect to the subject matter hereof and cancels and supersedes any prior
understandings and agreements between the parties with respect to the matters
contained herein. There are no representations, warranties, forms, conditions,
undertakings or collateral agreements, express, implied or statutory between the
parties other than as expressly set forth in this Amendment and the Escrow
Agreement.
4. This Amendment may be executed in as many counterparts as may be necessary or
by facsimile and each such facsimile or counterpart so executed will be deemed
to be an original and such counterparts together will constitute one and the
same instrument and notwithstanding the date of execution will be deemed to bear
the date as set out on the first page of this Amendment.
IN WITNESS WHEREOF the parties hereto have executed this Amendment.
MOVING BYTES INC.
By: /s/ J. Xxxx Mustad
--------------------------------------------
J. Xxxx Mustad
Director, Chief Executive Officer
By: /s/ Xxx Xxxxxx
--------------------------------------------
Xxx Xxxxxx
Director
By: /s/ J. Xxxx Mustad
--------------------------------------------
J. Xxxx Mustad, Escrow Agent
/s/ Xxxx Xxxxx
--------------------------------------------
Xxxx Xxxxx
