AMENDED SUPPLIMENTAL AGREEMENT
AdZone Research, Inc., Senticore, Inc., and The Justice Fund
LAW OFFICES OF
XXXXXXX X. XXXXXXXX
Attorney and Counselor
0000 Xxxxxxxxxx
Xxxxxxxxxx XX 00000
Phone: (000) 000-0000; fax: (000) 000-0000
AMENDED SUPPLIMENTAL AGREEMENT
THIS AGREEMENT is made and entered into this 9th day of September 2004, by
and between AdZone Research, Inc. ("AdZone" or the "Developer"), Senticore, Inc.
a Delaware corporation ("Senticore"), and The Justice Fund, Ltd. ("TJF"), as
follows:
WHEREAS, in September 2004, the parties entered a JOINT VENTURE/ DISTRIBUTORSHIP
AGREEMENT and a SUPPLIMENTAL AGREEMENT (collectively, the "Agreement") which are
attached hereto and made a part hereof;
WHEREAS, the SUPPLIMENTAL AGREEMENT was designed to specify and further detail
the disposition of shares of common stock and warrants issued to payees as
In-kind Payments;
WHEREAS, all parties elected to pay the respective amounts in-kind, in
restricted shares of the payor's common stock;
WHEREAS, TJF tendered to AdZone and AdZone accepted 1,500,000 shares of TFJ
Common Stock, as such consideration;
WHEREAS, TJF tendered to Senticore and Senticore accepted 1,000,000 shares of
TFJ Common Stock, as such consideration;
WHEREAS, both AdZone and Senticore waived their respective right to have
received notice by November 1, 2004, pursuant to the provisions of Section 2 of
the SUPPLIMENTAL AGREEMENT.
WHEREAS, it has become apparent that certain provisions in SUPPLIMENTAL
AGREEMENT require amendment to enable the parties to fulfill their objectives
concerning the Agreement.
NOW THEREFORE in consideration of the herein contained recitations, the mutual
covenants set forth herein and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties agree as follows:
1. Recitations incorporated by reference. The foregoing recitations are
hereby incorporated by this reference as though fully stated herein.
2. In-kind Payment/Dividend. With regard to TJF, it shall be required
to pay such in-kind amounts, in restricted shares of TJF's common stock, at the
average closing bid price on the five trading days immediately following the
date on which its registration statement is declared effective (the "Applicable
Price"), and an equal number of warrants exercisable at 50 cents per share,
exercisable for a period extending at least 45 days from the Date on which the
registration statement applicable to warrants is declared effective. In the
2
event that the Applicable Price is too low for the warrants to be exercised, TJF
shall immediately following the expiration of the 45 day period, second
registration statement and make a Rights Offering at 50% of the "Applicable
Price", exercisable for a period extending at least 45 days from the Date on
which the second registration statement applicable to warrants is declared
effective.
3. In all other respects, this Agreement shall remain in full force and
effect. IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first set forth above.
Senticore, Inc:
FEE AGREEMENT - Senticore, Inc. and Circle Group Holdings, Inc.
/s/ Xxx Xxxxx
-------------
by: Xxx Xxxxx
Chief Executive Officer
AdZone Research, Inc.:
/s/ Xxxxxxx Xxxxxxx
-------------------
by: Xxxxxxx Xxxxxxx
Its: Chief Executive Officer
THE JUSTICE FUND, LTD.
/s/ Xxxxxx X. Xxxxxxxx
-----------------------
By: Xxxxxx X. Xxxxxxxx
Its: President
