MEMORANDUM OF AMENDMENT TO THE AGREEMENT AND PLAN OF
REORGANIZATION BY AND BETWEEN ETHIKA CORPORATION AND
TRADEQUEST INTERNATIONAL, INC. DATED NOVEMBER 27, 2000
This Memorandum of Agreement is executed this 3rd Day of March, 2001 by
Ethika Corporation (Ethika) and Tradequest International, Inc. (Tradequest) with
reference to and by way of amendment to the Agreement and Plan of Reorganization
(the Reorganization Agreement) entered into by Ethika and Tradequest on or about
November 27, 2000.
In consideration of the Reorganization Agreement and the performance
rendered pursuant thereto, Ethika and Tradequest agree as follows:
1. Ethika and Tradequest agree that Section 3.2, Section 5.1(A) and Section
5.2(B) of the Reorganization Agreement are hereby amended to require
Closing on or before March 7, 2001.
2. Ethika and Tradequest agree that the $300,000 to be paid to Ethika pursuant
to Section Section 5.2(D) of which a $50,000 non refundable deposit has
been paid will be paid as follows: $250,000 on or before March 7, 2001 and
$50,000 on or before March 16, 2001.
3. Closing will occur on the payment of the $250,000
4. In consideration of extending the closing date and receiving a delayed
payment, Fond Mondial will receive the approximate 866,000 shares of BNEZ
as well as the shares of spin-off subsidiaries thereof held by Ethika.
5. The exchanged share certificates required by Section 3.1(B) for the
Tradequest shareholders will be held in escrow by Xxxxxx Xxxxxxxxx,
Attorney at Law until such time that the remaining $50,000 is paid.
6. All other terms and conditions of the Reorganization Agreement not
specifically modified by this Memorandum of Agreement are reaffirmed as
valid and in full force and effect.
ETHIKA CORPORATION TRADEQUEST INTERNATIONAL, INC.
/s/ Xxxxxx Xxxxxxxxx /s/ Xxxx Xxxxxx
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Xxxxxx Xxxxxxxxx, President Xxxx Xxxxxx, President
FOND MONDIAL D'INVESTISSEMENT
By: /s/ Xxxxxx Xxxxxx, Authorized Representative
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Xxxxxx Xxxxxx, Authorized Representative
