EXHIBIT 99.3
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
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The undersigned acknowledge that that certain Stock Purchase Agreement
("Agreement"), by and between Xxxxx Xxxxxxxx and Novanet Media, Inc., is hereby
amended, at Paragraph 2, to amend the definition of the "Closing Date", as
follows:
The Closing Date shall occur within three (3) days of the
execution of definitive documentation by and among Cyberads,
Xxxxxxxx, Rockland Credit Finance, LLC and/or WebBank
(collectively, "Rockland Credit"), which documentation shall
release Xxxxxxxx as a guarantor of all indebtedness which
Cyberads, its subsidiaries or affiliates may have to Rockland
Credit (the "Rockland Credit Documentation"). The Purchaser
shall utilize its best efforts to close the transactions,
which are the subject of the Agreement, within three (3) days
of execution of the Rockland Credit Documentation; provided,
however, that Purchaser's failure to be ready, willing and
able to close on such transactions within ten (10) days of the
execution of the Rockland Credit Documentation shall
constitute a material default by Purchaser under the
Agreement.
The Agreement is further amended, at Paragraph 3, to provide for a new Paragraph
3(c), as follows:
3(c). Novanet Media shall deliver to Xxxxxxxx, on or before
October 9, 2003, an additional non-refundable $50,000 payment
(the "Additional Non-Refundable Deposit"), which Additional
Non-Refundable Deposit shall, as with the previous
non-refundable deposits made by Purchaser to Seller, in the
aggregate amount of $100,000, be deducted from the purchase
price payable by Purchaser to Seller at the Closing. Upon
receipt of the Additional Non-Refundable Deposit, Xxxxxxxx
shall take all necessary actions to remove himself as a
signatory from all bank accounts maintained by Cyberads and
its subsidiaries, and Xxxxxxxx shall assist Cyberads and
Purchaser in substituting as signatory(ies) such person or
persons who may be reasonably acceptable to Cyberads and
Purchaser. Pending the Closing, Xxxxxxxx shall continue to be
paid Five thousand dollars ($5,000) on a weekly basis, every
Thursday, which payment shall be applied to amounts
outstanding under the Xxxxxxxx Note. In the event the Closing
does not occur, as provided herein, Xxxxxxxx and Cyberads
shall take all steps necessary to remove the signatory(ies) to
all bank accounts maintained by Cyberads, pursuant to this
paragraph, and shall reinstate himself as a signatory on such
accounts.
Other than as specifically provided for herein, the terms of that
certain Stock Purchase Agreement, dated September 9, 2003, and the First
Amendment to Stock Purchase Agreement, dated on or about September 25, 2003,
shall set forth the terms of the agreement between the parties. In the event of
a conflict with respect to this Second Amendment to Purchase Agreement (the
"Second Amendment"), the Stock Purchase Agreement and the First Amendment to
Stock Purchase Agreement, the terms of the Second Amendment shall survive.
Dated this 10th day of October, 2003.
Novanet Media, Inc.
By: /s/ XXXXXXX XXXX
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Xxxxxxx Xxxx, President
/s/ XXXXX XXXXXXXX
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Xxxxx Xxxxxxxx
Cyberads, Inc.
By: /s/ XXXXXX XXXXXXXX
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Xxxxxx Xxxxxxxx, President
