FIRST AMENDMENT TO LETTER OF INTENT
THIS FIRST AMENDMENT TO LETTER OF INTENT (the "Amendment") is made and
entered into effective as of the 18th day of March, 2003 by and between (a)
Network USA, Inc., a Nevada corporation (the "Public Company"), and (b)
International Aerospace Technologies Ltd. (the "Merging Corporation").
RECITALS
WHEREAS, the Public Company and the Merging Corporation entered into a
Letter of Intent dated March 12, 2003 (the "Letter of Intent"); and
WHEREAS, the Public Company and the Merging Corporation both agree that
they had a misunderstanding as to the person to provide certain financing to the
Public Company in connection with the merger provided for by the Letter of
Intent; and
WHEREAS, the Public Company and the Merging Corporation both desire to
amend the Letter of Intent upon the terms, provisions and conditions set forth
hereinafter;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the Public Company and the Merging Corporation to amend the Letter of Intent,
the Public Company and the Merging Corporation agree as follows (all undefined,
capitalized terms used herein shall have the meanings assigned to such terms in
the Letter of Intent):
1. AMENDMENTS TO THE LETTER OF INTENT.
a. Subsection (a) of Section 7 of the Letter of Intent is hereby
amended to read in its entirety as follows:
"(a) The Merging Corporation shall have entered into a legally binding
financing arrangement with OLM Partners LLC acceptable to the
Public Company, which includes a lock-up agreement for one year
with respect to the equity line that OLM Partners LLC is to
provide to the Public Company; and"
b. Subsection (d) of Section 7 of the Letter of Intent is hereby
amended to read in its entirety as follows:
"(d) The Public Company shall have entered into management consulting
and non-compete agreements with each of Church and Xxxx whereby
the Public Company will pay to Church and Xxxx total fees in an
aggregate amount of $175,000 for their agreement to provide
management consulting and not compete with the Public Company
after the Merger (with such aggregate fee being paid in four
equal installments with the first installment due and payable two
weeks after the sooner to occur of (i) the effectiveness of the
registration of the OLM Partners LLC financing."
c. Section 2 of the Letter of Intent is hereby amended to read in
its entirety as follows:
2. Latest Closing Date. The Merging Corporation and the Public
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Company agree to cooperate with each other fully, in good faith,
and with the view of obtaining all necessary consents, executing
and delivering the Definitive Documentation, and closing the
Merger as soon as possible but at least by April 30, 2003 (the
"Latest Closing Date").
2. MISCELLANEOUS. Except as otherwise expressly provided herein, the
Letter of Intent is not amended, modified or affected by this First Amendment.
Except as expressly set forth herein, all of the terms, conditions, covenants,
representations, warranties and all other provisions of the Letter of Intent are
herein ratified and confirmed and shall remain in full force and effect. On and
after the date on which this First Amendment becomes effective, the terms,
"Letter of Intent," "hereof," "herein," "hereunder" and terms of like import,
when used herein or in the Letter of Intent shall, except where the context
otherwise requires, refer to the Letter of Intent, as amended by this First
Amendment. This First Amendment may be executed into one or more counterparts,
and it shall not be necessary that the signatures of all parties hereto be
contained on any one counterpart hereof; each counterpart shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of the
first day written above.
NETWORK USA, INC.
By: /s/Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
INTERNATIONAL AEROSPACE
TECHNOLOGIES LTD.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Consultant (authorized by International
Aerospace Technologies Ltd. to sign for the
Company).
