ADDENDUM TO ESCROW AGREEMENT
This ADDENDUM TO ESCROW AGREEMENT (the "Addendum") is entered into as of
November 22, 1999 by and between INDUSTRIAL RUBBER INNOVATIONS, INC., a Florida
corporation ("Seller"), on the one hand, XXXXXXX XXXXXXX ("Xxxxxxx"), XXXXXXXX,
X.X. ("Xxxxxxxx"), EMERALD CORP., ("Emerald"), M. XXXXXXX XXXXX ("Xxxxx"),
XXXXXXX XXXXXX ("Xxxx Xxxxxx"), XXXXXX XXXXXX ("Xxxxxx Xxxxxx"), and XXXX XXXXX
("Paruk), on the other hand (each of Requena, Stratton, Emerald, Xxxxx, Xxxx
Xxxxxx, Xxxxxx Xxxxxx and Xxxxx shall be referred to as a "Purchaser" and
collectively as the "Purchasers"), COVICTORY CAPITAL LTD. ("Covictory") and MRC
LEGAL SERVICES CORPORATION, a California corporation, as escrow agent ("Escrow
Agent").
R E C I T A L S
A. WHEREAS, Seller, Requena, Stratton, Emerald, Xxxxx, Covictory, and
Escrow Agent are parties to that certain Escrow Agreement entered into as of
July 28, 1999 (the "Escrow Agreement");
B. WHEREAS, the parties to the Escrow Agreement desire to execute this
Addendum, and Xxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxx desire to become a party to
the Escrow Agreement by their execution of this Addendum;
NOW THEREFORE, for and in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby agree
as follows:
1. The Parties hereby agree that, upon receipt of an aggregate of
1,519,000 shares of freely-trading common stock of Seller by the Escrow Agent,
said shares to be delivered by any of the parties named herein along with
sufficient stock powers or other documentation necessary to transfer said
shares, to be sold and transferred by Escrow Agent at the direction of Escrow
Agent without further restriction, Escrow Agent shall provide notice to Savant
of a change in ownership of the entire Savant Interest and the Debenture to
whatever party or parties is so designated to Escrow Agent by Xxxxxx Xxxxxx.
Upon receipt of the 1,519,000 shares referenced herein by Escrow Agent, the
delivery of notice to Savant as provided for herein, and the subsuent sale of
all the shares by Escrow Agent, the Escrow Agreement and the obligations of the
parties thereunder shall terminate.
A. The Parties further agree that upon receipt of the 1,519,000
shares referenced herein, Seller shall pay the sum of $25,000 to Xxxxxx Xxxxxx
as partial repayment of $25,000 in proceeds loaned to Seller. Both Seller and
Xxxxxx Xxxxxx acknowledge that there have been additional amounts loaned to
Seller which are not satisfied by the repayment discussed herein.
2. Other than as set forth in this Addendum, the terms and conditions
of the Escrow Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this Escrow Agreement to
be duly executed and delivered in its name and on its behalf, all as of the date
and year first above written.
"PURCHASERS"
/s/ Xxxxxxx Xxxxxxx /s/ M. Xxxxxxx Xxxxx
_____________________________ _____________________________
Xxxxxxx Xxxxxxx M. Xxxxxxx Xxxxx
Xxxxxxxx X.X. Emerald Corp.
/s/ Xxxxxxxxx Xxxxxxxxx /s/ Xxxxxx xx Xxxxx
_____________________________ _____________________________
By: Xxxxxxxxx Xxxxxxxxx By: Xxxxxx xx Xxxxx
Its: President Its: Director
/s/ Xxxxxxx Xxxxxx /s/ Xxxxxx Xxxxxx
Xxxxxxx Xxxxxx Xxxxxx Xxxxxx
/s/ Xxxx Xxxxx
"SELLER" "COVICTORY"
Industrial Rubber Innovations, Inc. Covictory Capital Ltd.
/s/ Xxxxx Xxxxx /s/ Xxxxxx Xxxxxx
_____________________________ _____________________________
By: Xxxxx Xxxxx By: Xxxxxx Xxxxxx
Its: Acting President Its: President
/s/ Xxxxx Xxxxx
By: Xxxxx Xxxxx "ESCROW AGENT"
Its: Director
MRC Legal Services Corporation
/s/ Xxxxxx Xxxx /s/ M. Xxxxxxx Xxxxxx
By: Xxxxxx Xxxx _________________________________
By: M. Xxxxxxx Xxxxxx
Its: President
