Exhibit 4.2 Addendum to Option
ADDENDUM TO OPTION
Whereas, XXXXXX000.XXX INC (the "Company") and CASH CARD INC.
("Optionholder") are parties to that certain Option dated as of January 24, 2001
(the "Option").
Whereas Optionholder will be in default under Sections 1.2 (b) (1) and (3)
of the Option;
AGREEMENT
A. It is agreed that Optionholder will cure the aforementioned defaults with
respect to the initial Working Capital Loan in the amount of Five Hundred
Thousand Dollars (US$500,000) to be advanced pursuant to Section 1.2(b)(1) of
the Option in the following manner:
(1) The Optionholder agrees, undertakes and commits to make payments in
accordance with the following schedule:
- On or before 5:00 p.m. Eastern Standard Time February 2, 2001,
Optionholder shall cause its bank to wire a minimum of Fifty Thousand
Dollars (US$50,000) in same day funds that are credited to the
Company's account for value no later than 12:00 noon on February 5,
2001.
- Optionholder shall cause its bank to wire the entire unpaid balance of
the initial working capital loan of Five Hundred Thousand Dollars
(US$500,000) on or before 12:00 noon on February 14, 2001.
(2) Each advance received by the Company as part of the initial working capital
loan will be evidenced by a receipt in form and substance reasonably
acceptable to the parties. The obligation to repay the aggregate of such
amounts shall be evidenced by the promissory note in face amount US$500,000
issued to Lender in connection with the Working Capital Loan.
B. With respect to the additional lines of credit aggregating Three Million
Dollars (US$3,000,000) (exclusive of the Working Capital Loan) to be provided
under Section 1.2(b)(3) of the Option,
(1) Section 1.2(b)(3) is hereby deleted in its entirety and replaced with the
following:
"Lender shall fail to provide the Company on or before February 28,
2001, with additional lines of credit (and the advances thereunder if
so requested)
aggregating Three Million Dollars (US$3,000,000), which credit will
enable the Company to expand and fulfill its obligations under the
Assigned Contracts;"
(2) If Optionholder shall fail to satisfy the terms and conditions of Section
A.1 hereof, then, in the Company's sole discretion, the Company may declare
Section B.1 immediately above to be null and void and of no effect as of
February 1, 2001.
C. If Optionholder satisfies its obligations under the terms and conditions of
Section A.1 above, then the Company hereby waives its right to accelerate the
Expiration Date in connection with the defaults noted above only. This waiver
shall have no effect on any other defaults by Optionholder, or to any future
defaults of one or more of the same provisions.
D. A new section 8.12 is hereby inserted into the Option, which Section 8.12
shall read in its entirety as follows:
Any waiver with respect to a default or failure to exercise its rights
hereunder in connection therewith by the Company or by the
Optionholder shall have no effect on any other defaults by the other
or the rights of the non-defaulting party in connection therewith, nor
shall it have any impact with respect to any future defaults of one or
more of the same provisions or any exercise (or failure to exercise)
any rights in connection therewith.
E. The parties acknowledge that this Addendum to Option is the <> referred to in the introductory text of Section 1.2(b) of the Option.
F. Miscellaneous.
(1) All other terms and conditions of the Option not specifically referenced
herein shall remain unchanged.
(2) All terms capitalized herein but not defined herein shall have the
respective meanings set forth in the Option.
(3) All references in the Option to "this Option" shall be deemed to mean the
Option as amended by this Addendum to Option.
(4) The provisions of Article 8 of the Option are hereby incorporated by
reference herein as if set forth at length herein.
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SIGNATURE PAGE
ADDENDUM TO OPTION
Agreed and accepted by the parties this 31st day of January 2001
Xxxxxx000.xxx Inc. Cash Card, Inc.
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxxxx Name: Xxxxx Xxxx
Title: President and CEO Title: President and CEO
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