ACQUISITION AGREEMENT AMENDMENT
This Acquisition Agreement Amendment (Amendment), dated the 20th day of
December, 1999 by and between TRIAM, LTD, a Nevada Corporation (hereinafter
called "TRIAM" and NORTHWEST FINANCIAL, LTD, a Minnesota Corporation,
(hereinafter called NORTHWEST).
WITNESSETH
Whereas, an Acquisition Agreement (Acquisition) was agreed to and executed
between TRIAM and NORTHWEST on December 16, 1999 and approved by the Board of
Directors and Shareholders of both parties at meeting held for that purpose,
and,
Whereas, both parties mutually agree to an amendment to the Acquisition to
allow time for the WHY USA asset to be transferred to NORTHWEST as shown on
the unaudited Financial Statement referred to in Paragraphs 13 and 14 of the
Acquisition Agreement which will be completed on or before December 31, 1999,
and,
Whereas, Ten Million Shares of Investment Stock was issued by TRIAM to
NORTHWEST for the transfer of assets in December 16, 1999 as agreed to in the
Acquisition, and a Stop Transfer will be placed with Merit Transfer, the
Transfer Agent, until the transfer of assets is completed by N0RTHWEST.
Now, therefore, both Parties to this Agreement mutually agree to amend the
Acquisition by TRIAM from NORTHWEST as follows:
1. The date, of transfer of assets by NORTHWEST to TRIAM, is extended to
December 31, 1999 instead of December 16, 1999, as referred to in the
Acquisition Agreement.
2. All references in the Acquisition to a Balance Sheet dated December
16, 1999 are hereby retroactively amended to refer to an Unaudited
Balance Sheet dated December 31, 1999, to reflect the true assets
being acquired by TRIAM from NORTHWEST, which will include the
Franchises of WHY USA.
3. All other items in the Acquisition Agreement dated December 16, 1999
will remain in full effect for all purposes intended in the
Agreement.
4. TRIAM will instruct Merit Transfer, the Stock Transfer Agent, to
remove the Stop Transfer order on the stock issued to NORTHWEST
under the Acquisition Agreement, upon completion of the transfer of
assets by NORTHWEST to TRIAM on December 31, 1999.
This Amendment is agreed to by both parties to the Acquisition Agreement with
no other changes
other than those herein above written.
Time is of the essence in the Amendment to Acquisition Agreement.
Dated December 20,1999 TRIAM, LTD.
A Nevada Corporation
By /s/ Xxxxx X. Xxxxx
President
NORTHWEST FINANCIAL, LTD.
A Minnesota Corporation
By: /s/ Xxxxxx Xxxxxxxxx
President
