WAIVER OF CLOSING CONDITION
Under
Section 6.2(e) of the Merger Agreement, dated January 8, 2009, by and among
Charmed Homes Inc. (“Buyer”), Charmed Homes Subsidiary, Inc. (“Transitory
Subsidiary”), certain shareholders and IntelaSight, Inc. (“Target”), it is a
condition to the closing of the merger that Buyer shall have no assets,
liabilities or contingent liabilities as of the Closing Date.
Target,
through its undersigned duly authorized officer, hereby waives compliance with
the closing condition contained in Section 6.2(e) with respect to the assets,
liabilities and contingent liabilities set forth in Buyer’s financial statements
as filed with the SEC for the quarter ended April 30, 2009, and agrees to
proceed with the closing of the merger.
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IntelaSight,
Inc.
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By:
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/s/ Xxxxx Xx
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Xxxxx
Xx, CEO
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Dated: August
3, 2009
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