EXHIBIT 2.4
ADDENDUM
THIS ADDENDUM MADE EFFECTIVE AS OF 11 JUNE 1999 AMENDS THE AGREEMENT AND PLAN OF
REORGANIZATION MADE EFFECTIVE AS OF 14 MAY 1999 (the "Agreement"),
BETWEEN: XXXXXX XXXXXXXX ("Xx. Xxxxxxxx"), of
0000 Xxxxxxxxxx Xxx, Xxxxxx, Xxxxxx, 00000
XXXXXX XXXXXXXX ("Xx. Xxxxxxxx"), of
0000 Xxxxxxxxxx Xxx, Xxxxxx, Xxxxxx, 00000
WILLIAM GALINE ("Mr. Galine"), of
0000 Xxxxxxxxx Xxxxxx, Xxxx, Xxxxxx, 00000
(individually, a "Shareholder" and collectively, the "Shareholders");
AND: XXXXXXXXXX.XXX INC., a corporation incorporated under
the laws of the State of Nevada having a place of business at
000 Xxxxxx Xxxxxx, Xxxx, Xxxxxx, X.X.X., 00000
("Pawnbroker");
AND: XXXXXXXXXX.XXX INC. (formerly DIGITAL SIGN CORPORATION),
a company incorporated under the laws of the State of Delaware
having a place of business at 688 - 6 Ishikawa, Kanagawa,
Japan, 252 0815
(the "Acquiror");
WHEREAS:
A. The Shareholders, Pawnbroker and the Acquiror entered into the Agreement on
18 May 1999, and have since agreed to amend certain terms of the Agreement;
NOW THEREFORE THIS ADDENDUM (this "Addendum") WITNESSES that in consideration of
the mutual covenants and agreements herein contained, the parties hereto do
covenant and agree as follows:
1. SHARE EXCHANGE
1.1 Paragraph 1.1 of the Agreement is hereby amended to provide that the
Shareholders shall transfer all of the Pawnbroker Shares to the Acquiror, and
the Acquiror agrees to acquire all of the Pawnbroker Shares, in exchange for
6,240,000 voting common shares of the Acquiror (the "Digital Shares") with an
aggregate value of US$1,500,096 (at the deemed price of US$0.2404 per Digital
Share).
1.2 Paragraph 1.2 of the Agreement is hereby amended to provide that the
Digital Shares shall be issued by the Acquiror to the Shareholders as follows:
Xx. Xxxxxxxx as to 1,591,200 Digital Shares
Xx. Xxxxxxxx as to 1,591,200 Digital Shares
Mr. Galine as to 3,057,600 Digital Shares
Total: 6,240,000 Digital Shares
========================
1.3 Paragraph 1.4 of the Agreement is hereby amended to provide that the
transactions contemplated under the Agreement shall be completed (the
"Completion") at the offices of the Acquiror's solicitors, Messrs. Xxxxxxx &
Xxxxxx, 2100 - 1111 West Georgia Street, Vancouver, British Columbia, or at such
other place as may be agreed between the parties, at 11:00 o'clock a.m. local
time in Vancouver, B.C., or at such other time as may be agreed between the
parties, (the "Time of Closing") on 23 June 1999, or on such other date as may
be agreed between the parties, (the "Closing Date").
2. CONDITIONS PRECEDENT
2.1 Subparagraph 2.1(a) of the Agreement is hereby amended to provide that the
Acquiror's obligation to carry out the terms of the Agreement and to complete
its transactions contemplated under the Agreement is subject to the fulfilment
to the satisfaction of the Acquiror of the condition that:
(a) on or before 23 June 1999, the Acquiror shall have been able to
complete the Acquiror's Investigation (defined below) with results to
its reasonable satisfaction;
and the fulfilment to the satisfaction of the Acquiror of each of the other
conditions listed in paragraph 2.1 of the Agreement.
2.2 Subparagraph 2.2(a) of the Agreement is hereby amended to provide that the
Shareholders' respective obligations to carry out the terms of the Agreement and
to complete their respective transactions contemplated under the Agreement are
subject to the fulfilment to the satisfaction of the Shareholders of the
condition that:
(a) on or before 23 June 1999, the Acquiror shall have restructured or
otherwise altered its share capital so that the Acquiror's authorized
capital is sufficient to permit issuance of the Digital Shares, and so
that upon issuance of the Digital Shares the Acquiror's issued share
capital will be 15,614,750 common shares (excluding the Acquiror's
common shares to be issued in the course of the Financing defined
below);
and the fulfilment to the satisfaction of the Shareholders of each of the other
conditions listed in paragraph 2.2 of the Agreement.
3. COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS
3.1 Subparagraph 3.4(e) of the Agreement is hereby amended to provide that
prior to the Closing Date, the Acquiror will use its reasonable best efforts to
undertake a financing (the "Financing") to raise US$3,000,000 for working
capital purposes.
-2-
4. REPRESENTATIONS AND WARRANTIES
4.1 Subparagraphs 4.4(c) and 4.4(h) of the Agreement are hereby amended to
provide that, in order to induce the Shareholders to enter into this Agreement
and complete their respective transactions contemplated hereunder, the Acquiror
represents and warrants to the Shareholders that:
(c) prior to the Closing Date, the Acquiror will effect a repurchase and
cancellation of some of the Outstanding Shares and a 4:1 rollback of
the Outstanding Shares, so that on the Closing Date the Acquiror will
have 9,374,750 common shares issued and outstanding; and
(h) the Certificate of Incorporation of the Acquiror is that filed on 13
February 1998 with the Secretary of State of Delaware and there are no
other documents amending such certificate which have been filed or
contemplated except the Certificate of Designation reducing the number
of issued and outstanding common shares of the Acquiror to 9,374,750
immediately before the Closing Date.
5. GENERAL
5.1 Schedules A, B, G and H to this Addendum are hereby substituted for
Schedules A, B, G and H to the Agreement, respectively.
5.2 All terms of the Agreement not specifically amended by this Addendum shall
continue in full force and effect, unamended, subject to any further agreement
in writing between the parties.
5.3 This Addendum may be signed by the parties in as many counterparts as may
be deemed necessary, each of which so signed shall be deemed to be an original,
and all such counterparts together shall constitute one and the same instrument.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals as of 11
June 1999:
SIGNED, SEALED & DELIVERED )
by XXXXXX XXXXXXXX in the presence of: )
)
/s/ Xxxx Xxxxxx )
----------------------------------------) /s/ Xxxx Xxxxxxxx
Signature of Witness ) -----------------------------------
) XXXXXX XXXXXXXX
Name: --------------------------------- )
Address: ------------------------------ )
----------------------------------------)
Occupation: --------------------------- )
-3-
SIGNED, SEALED & DELIVERED )
by XXXXXX XXXXXXXX in the presence of: )
)
/s/ Xxxx Xxxxxx )
----------------------------------------) /s/ Xxxxxx Xxxxxxxx
Signature of Witness ) -----------------------------------
) XXXXXX XXXXXXXX
Name: --------------------------------- )
Address: ------------------------------ )
----------------------------------------)
Occupation: --------------------------- )
SIGNED, SEALED & DELIVERED )
by WILLIAM GALINE in the presence of: )
)
/s/ Xxxx Xxxxxx )
----------------------------------------) /s/ William Galine
Signature of Witness ) -----------------------------------
) WILLIAM GALINE
Name: --------------------------------- )
Address: ------------------------------ )
----------------------------------------)
Occupation: --------------------------- )
THE CORPORATE SEAL of )
XXXXXXXXXX.XXX INC. )
was hereunto affixed in the presence )
of its authorized signatory(ies): )
) c/s
/s/ Xxxxxx Xxxxxxxx )
--------------------------------------- )
Name: Xxxxxx Xxxxxxxx )
Title: President )
)
/s/ William Galine )
----------------------------------------)
Name: William Galine )
Title: Secretary )
THE CORPORATE SEAL of )
XXXXXXXXXX.XXX INC. (formerly) )
DIGITAL SIGN CORPORATION )
was hereunto affixed in the presence )
of its authorized signatory(ies): )
) c/s
/s/ Xxxx XxXxxx )
--------------------------------------- )
Name: Xxxx XxXxxx )
Title: President )
)
--------------------------------------- )
Name: --------------------------------- )
Title: -------------------------------- )
-4-
SCHEDULE A
Pawnbroker Solicitor Opinion
----------------------------
(letterhead of solicitors for the Shareholders and Pawnbroker)
--------, 199-
Xxxxxxxxxx.xxx, Inc.
(formerly
x/x Xxxxxxx & Xxxxxx
Xxxxxxxxxx xxx Xxxxxxxxxx
X.X. Xxx 00000
0000-0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
Attention: -----------------------
Dear Sirs:
Re: Agreement and Plan of Reorganization (the "Agreement") made effective
as of 14 May, 1999, as amended by Addendum made effective as of 11 June
1999 (the "Addendum"), between Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx and
William Galine (collectively the "Shareholders"), Xxxxxxxxxx.xxx, Inc.,
a Nevada corporation ("Pawnbroker"), and Xxxxxxxxxx.xxx, Inc., a
Delaware corporation (formerly Digital Sign Corporation) (the
"Acquiror")
We are the attorneys for the Shareholders and for Pawnbroker. We provide this
opinion pursuant to subparagraphs 2.1(c) and 6.1(f) of the Agreement. We have
also acted as counsel for Pawnbroker and the Shareholders in connection with the
negotiation, execution and completion of the Agreement and the Addendum.
In connection with this letter, we have examined the following documents only:
1. Articles of Incorporation for Pawnbroker as filed with the Nevada Secretary
of State's Office on April 22, 1999;
2. Bylaws of Pawnbroker as adopted by the Board of Directors on April 26,
1999;
3. Minutes of the Organizational Meeting of the Board of Directors of
Pawnbroker dated April 26, 1999;
4. Stock Certificates numbered 1, 2 and 3 for the common stock of Pawnbroker
evidencing the shares of Pawnbroker" common stock issued to Xxxxxx
Xxxxxxxx, Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxxx;
5. a copy of the Agreement as executed by the Shareholders, Pawnbroker and
Acquiror;
6. a copy of the Addendum as executed by the Shareholders, Pawnbroker and
Acquiror;
7. Resolutions of the Board of Directors of Pawnbroker dated ____________
authorizing the execution, delivery and performance of the conditions of
the Agreement and other matters related thereto; and
8. Resolutions of the Board of Directors of Pawnbroker dated ____________
authorizing the execution, delivery and performance of the conditions of
the Addendum and the Agreement as amended thereby.
In rendering this opinion, we have assumed legal capacity of all individuals to
execute all documents in their individual capacities and the genuineness of the
signatures and the authenticity of all documents submitted to us as originals.
We have assumed the conformity to authentic original documents of all documents
submitted to us as copies. We have assumed the due authorization, execution and
delivery of the Agreement and the Addendum by the Acquiror.
We have not conducted independent investigations or inquiries to determine the
existence of matters, actions, proceedings, items, documents, facts, judgments,
suits, litigation or investigations or the like and have made no independent
search of the records of any court, arbitrator or governmental authority.
Therefore, when we state that a matter is "to the best of our knowledge", the
knowledge is the actual knowledge of Xxxx X. Xxxxxx of this firm without any of
the investigations described in the preceding sentence.
Based on and subject to the foregoing, we are of the opinion that, under Nevada
law:
1. Pawnbroker is a company duly incorporated, validly existing and in good
standing under the laws of the State of Nevada.
2. To the best of our knowledge, Pawnbroker has all requisite corporate power
and authority to conduct the business now carried on by it, and to own its
property and assets as described in the Agreement and Pawnbroker has all
requisite corporate power and authority to enter into and to perform its
obligations under the Agreement, as amended by the Addendum.
3. All necessary steps and corporate action and proceedings have been taken to
authorize the execution and delivery of the Agreement and the Addendum by
Pawnbroker.
4. To the best of our knowledge, neither the execution and delivery of, nor
the performance by Pawnbroker of its obligations under the Agreement, as
amended by the Addendum, will conflict with or constitute a breach or
default under the articles of incorporation or bylaws of Pawnbroker or any
commitment, agreement or other instrument to which Pawnbroker is a party or
by which it is bound.
5. To the best of our knowledge, there are no claims, judgement, actions,
suits, litigation, proceedings or investigations, actual, pending or
threatened against Pawnbroker which might materially affect any business,
properties, assets, prospects or conditions, financial or otherwise, of
Pawnbroker or which could result in any material liability to Pawnbroker.
6. The authorized capital of Pawnbroker consists of 25,000 shares of common
stock of which only 1,000 common shares (the "Pawnbroker Shares") are
validly issued and outstanding, and, to the best of our knowledge, the
Pawnbroker Shares are fully paid for and non-assessable, as of the date
hereof.
-2-
7. All necessary steps and corporate action and proceedings have been taken to
effect the valid transfer of the Pawnbroker Shares to the Acquiror as
contemplated under the Agreement as amended by the Addendum. The Acquiror
is the registered owner of the Pawnbroker Shares on the books and records
of Pawnbroker.
We have not examined, and do not opine as to, the laws of any jurisdiction other
than the State of Nevada. This opinion is being furnished to you solely for your
use and no other person other than you may rely on this opinion in any manner.
This opinion is rendered as of the date hereof and we have undertaken no, and
hereby disclaim any, obligation to advise you of any changes in, or any new
development which might affect, any matters or opinions set forth in this
letter.
Very truly yours,
XXXXXXXX XXXX XXXXXX & de LIPKAU
By: ----------------------------------
Xxxx X. Xxxxxx
-3-
SCHEDULE B
Digital Solicitor Opinion
-------------------------
(letterhead of solicitors for the Acquiror)
----------, 199-
-------------------------------
Attorneys at Law
-------------------------------
Attention: Mr. Xxxx Xxxxxx
Dear Sirs:
Re: Agreement and Plan of Reorganization (the "Agreement") made effective
as of 14 May 1999, as amended by Addendum made effective as of 11 June
1999 (the "Addendum") between Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx and
William Galine (collectively, the Shareholders"), Xxxxxxxxxx.xxx, Inc.,
a Nevada corporation ("Pawnbroker") and Xxxxxxxxxx.xxx Inc., a Delaware
corporation (formerly Digital Sign Corporation) (the "Acquiror")
Dear Sirs:
We have acted as counsel for Xxxxxxxxxx.xxx, Inc. (formerly Digital Sign
Corporation) a Delaware corporation (the "Acquiror"), in connection with the
acquisition of all of the issued and outstanding shares of Xxxxxxxxxx.xxx, Inc.,
a Nevada corporation ("Pawnbroker"), from Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx and
Xxxxxxx Xxxxxx (collectively the "Shareholders"), pursuant to an Agreement and
Plan of Reorganization by and among the Acquiror, Pawnbroker and the
Shareholders effective as of the 14th day of May, 1999 (the "Agreement"), as
amended by Addendum made effective as of the 11th day of June, 1999 (the
"Addendum"). We are rendering this opinion at the request of our client and as
contemplated by subparagraphs 2.2(b) and 6.2(c) of the Agreement.
In so acting, we have examined the following documents, instruments and
certificates:
1. the Agreement, which provides that it is governed by the laws of
Nevada;
2. the Addendum;
3. a Certificate of Good Standing dated June __, 1999 with respect to the
Acquiror by the Secretary of State of the State of Delaware;
4. the Certificate of Incorporation of the Acquiror, as amended,
certified as of June __, 1999 by the Secretary of State of the State
of Delaware; and
5. a certificate of an Officer of the Acquiror, a copy of which has been
provided to Pawnbroker and the Shareholders;
and we have reviewed and relied upon such other certificates, documents, records
and materials, and have made such other investigations of law, as we have deemed
necessary for purposes of rendering this opinion.
In rendering the opinions expressed below, we have assumed with your permission
and without independent verification:
(a) the genuineness of all signatures, the authenticity of all documents,
certificates and records submitted to us as originals or copies, the
exact conformity with the executed
original of all documents, certificates and records submitted to us as
copies and the completeness and accuracy as of the date of this
opinion letter of the information contained in such documents,
certificates and records;
(b) that the representations and warranties as to factual matters made in
the Agreement are true, complete and accurate;
As to questions of fact material to this opinion letter, we have relied without
independent verification solely upon the representations and recitals contained
in the Agreements and upon the documents, instruments and certificates submitted
to us.
Based upon and subject to the foregoing and further subject to the
qualifications set forth below, we are of the opinion that:
1. The Acquiror is a corporation duly incorporated and validly existing under
the laws of the State of Delaware. The Acquiror is in good standing with
respect to the filing of annual reports with the Secretary of State for the
State of Delaware.
2. The Acquiror has all requisite corporate power and authority to enter into
and to perform its obligations under the Agreement as amended by the
Addendum.
3. The execution and delivery of the Agreement and the Addendum by the
Acquiror, and the performance of its obligations thereunder, have been duly
authorized by all necessary corporate action on the part of the Acquiror.
4. The execution and delivery of and the performance by the Acquiror of the
Acquiror's obligations under the Agreement, as amended by the Addendum,
will not conflict with the Certificate of Incorporation or Bylaws of the
Acquiror.
5. As of May 14, 1999, the authorized capital stock of the Acquiror consisted
of seventy million (70,000,000) shares, which are divided twenty million
(20,000,000) Preferred shares with a par value of $0.00001 and fifty
million (50,000,000) Common shares with a par value of $0.00001.
6. The Common stock of the Acquiror to be issued to the Shareholders have been
duly authorized and, upon issuance, delivery and receipt of the
consideration as described in the Agreement, will be validly issued, fully
paid and non-assessable.
We do not express any opinions in this letter concerning any laws other than the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America. We express no opinion regarding any federal or state
securities laws. The opinions expressed above are rendered as of the date of
this letter, without any obligation to update this letter or otherwise to advise
you or any other person or entity of any matters (including, but not limited to,
any subsequently enacted, published or reported laws, rules, regulations or
judicial decisions having retroactive effect) which may come to our attention
after the date of this letter, even though matters may affect a legal analysis
or conclusion, or factual information in this opinion letter. This opinion
letter is furnished to you solely for your use in connection with the
transactions contemplated by the Agreement. This opinion letter may not be used
or relied upon by you for any other purpose, and may not be used or relied upon
by any other person or entity for any purpose, in each case without our prior
written consent.
Very truly yours,
-2-
XXXXXXXXXX.XXX, INC.
(formerly DIGITAL SIGN CORPORATION)
Secretary's Certificate
-----------------------
The undersigned, _________, being the Secretary of XXXXXXXXXX.XXX, INC.
(formerly DIGITAL SIGN CORPORATION), a Delaware corporation (the "Corporation"),
provides this Certificate in connection with the acquisition of all of the
issued and outstanding shares of Xxxxxxxxxx.xxx, Inc., a Nevada corporation
("Pawnbroker"), from Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxxx
(collectively the "Shareholders"), pursuant to an Agreement and Plan of
Reorganization by and among the Acquiror, Pawnbroker and the Shareholders
effective as of the 14th day of May, 1999 (the "Agreement"), as amended by
Addendum effective as of the 11th day of June, 1999. The undersigned understands
that the law firm of Xxxxxx & Whitney LLP will be relying upon this Certificate
in issuing its opinion letter with respect to the transactions.
The undersigned DOES HEREBY CERTIFY that:
1. Attached hereto as Exhibit A is a true and correct copy of the
authorizing resolutions duly and unanimously adopted by the Board of
Directors of the Corporation on __________. Such resolutions have not been
amended, modified or revoked and are in full force and effect on the date
of this Certificate.
2. There has been no amendment or other modification to the Certificate of
Incorporation of the Corporation since __________ and such Certificate of
Incorporation, as therefore amended, are in full force and effect on the
date of this Certificate.
3. Attached hereto as Exhibit B is a true, correct and complete copy of the
Bylaws of the Corporation, including any and all amendments thereto, and
such Bylaws are in full force and effect on the date of this Certificate.
IN WITNESS WHEREOF, the undersigned has executed this Certificate on June ___,
1999.
--------------------------------------
-------------------, Secretary
-3-
XXXXXXXXXX.XXX, INC.
(formerly DIGITAL SIGN CORPORATION)
CERTIFICATE OF INCUMBENCY
AND SIGNATURE OF OFFICERS
The undersigned, __________, the _________ of Xxxxxxxxxx.xxx, Inc. (formerly
Digital Sign Corporation) a Delaware corporation (the "Corporation"), does
hereby certify that each person named below is a duly elected and appointed
officer of the Corporation holding the position set forth opposite the name of
each person, and that the signature set forth opposite the name of each person
below is the genuine signature of said officer:
Name Office Signature
---- ------ ---------
------------------ President -----------------------
------------------ Secretary -----------------------
------------------ Treasurer -----------------------
IN WITNESS WHEREOF, the undersigned has signed this certificate as of this ____
day of June, 1999.
---------------------------------
The undersigned, ____________, the Secretary of the Corporation, does hereby
certify that ____________ is, and has been at all times material hereto, the
duly elected and qualified President of the Corporation and that the signature
written above in the foregoing certificate is his genuine signature.
IN WITNESS WHEREOF, the undersigned has signed this certificate as of this ____
day of June, 1999.
--------------------------------------
-------------------, Secretary
-4-
XXXXXXXXXX.XXX, INC.
(formerly DIGITAL SIGN CORPORATION)
President's Certificate
-----------------------
The undersigned, _________, being the President of XXXXXXXXXX.XXX, INC.
(formerly DIGITAL SIGN CORPORATION), a Delaware corporation (the "Corporation
"), provides this Certificate in connection with the acquisition of all of the
issued and outstanding shares of Xxxxxxxxxx.xxx, Inc., a Nevada corporation
("Pawnbroker"), from Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxxx
(collectively the "Shareholders"), pursuant to an Agreement and Plan of
Reorganization by and among the Acquiror, Pawnbroker and the Shareholders
effective as of the 14th day of May, 1999 (the "Agreement"), as amended by
Addendum effective as of the 11th day of June, 1999. The undersigned understands
that the law firm of Xxxxxx & Whitney LLP will be relying upon this Certificate
in issuing its opinion letter with respect to the transactions.
The undersigned DOES HEREBY CERTIFY that:
1. The representations and warranties of the Corporation set forth in the
Agreement and Plan of Reorganization, as amended, are true and correct
on the date of this Certificate.
IN WITNESS WHEREOF, the undersigned has executed this Certificate on June ___,
1999.
--------------------------------------
-------------------, President
-5-
SCHEDULE G
Certificate of Confirmation
---------------------------
Pursuant to subparagraph 6.1(e) of the Agreement and Plan of Reorganization made
effective as of the 14 day of May, 1999 (the "Agreement"), as amended by the
Addendum thereto made effective as of the 11 day of June 1999 (the "Addendum"),
between Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxxx (individually, a
"Shareholder"), Xxxxxxxxxx.xxx, Inc. (a Nevada company) ("Pawnbroker") and
Xxxxxxxxxx.xxx, Inc. (formerly Digital Sign Corporation, a Delaware company)
(the "Acquiror"), the undersigned Shareholder hereby confirms to the Acquiror
that the representations and warranties of Pawnbroker and the Shareholders
contained in the Agreement or contained in any certificates or documents
delivered by it pursuant to the Agreement are true and correct in every respect
as of the Time of Closing of the Agreement, being 11:00 o'clock a.m. local time
in Vancouver, B.C.
on the 23rd day of June, 1999.
Dated at ---, this 23rd day of June, 1999.
--------------------------------------
------------------------
SCHEDULE H
Certificate of Confirmation
---------------------------
Pursuant to subparagraph 6.2(d) of the Agreement and Plan of Reorganization made
effective as of the 14 day of May, 1999 (the "Agreement"), as amended by the
Addendum thereto made effective as of the 11 day of June 1999 (the "Addendum"),
between Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxxx (collectively the
"Shareholders"), Xxxxxxxxxx.xxx, Inc. (a Nevada company) and Xxxxxxxxxx.xxx,
Inc. (formerly Digital Sign Corporation, a Delaware company) (the "Acquiror"),
the Acquiror confirms to the Shareholders that the representations and
warranties of the Acquiror contained in the Agreement or contained in any
certificates or documents delivered by it pursuant to the Agreement are true and
correct in every respect as of the Time of Closing of the Agreement, being 11:00
o'clock a.m. local time in Vancouver, B.C. on the 23rd day of June, 1999.
Dated at Vancouver, British Columbia, this 23rd day of June, 1999.
XXXXXXXXXX.XXX, INC.
(formerly Digital Sign Corporation)
Per:
---------------------------------
--------------------, Director
