Exhibit 8(b)
AMENDING AGREEMENT
Dated for Reference January 29, 1999
Among
XXXXX XXXXXXX and XXXXXX XXXX
and
POWERTECH, INC.
AMENDING AGREEMENT
THIS AGREEMENT made as of January 29, 1999
AMONG:
XXXXX XXXXXXX, businessman, of 000 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx, X0X 0X0
and
XXXXXX XXXX, businessman, of 00000 00xx Xxxxxx, Xxxxxxxx, Xxxxxxx,
Xxxxxx, X0X 0X0
(collectively, the "Vendors" and individually by their full names)
AND:
POWERTECH, INC., a Nevada corporation with an office at 0000 X Xxxxxx
Xxxxx, Xxxxxx, Xxxxxxx, X.X.X. 00000
(the "Purchaser")
WHEREAS:
A. The Vendors and the Purchaser are parties to a Share Purchase Agreement dated
as of the 11th day of January, 1999 (the "Share Purchase Agreement").
B. The Vendors and the Purchaser wish to amend certain provisions of the Share
Purchase Agreement and have reached an agreement in respect of certain matters
in connection with the Share Purchase Agreement and the matters contemplated
thereby.
IN CONSIDERATION of the covenants and agreements contained in this Agreement and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. DEFINITIONS
1.1 Definitions
Capitalized terms used herein and not otherwise defined herein have the meanings
provided therefor in the Share
Purchase Agreement.
2
1.2 Full Force and Effect
Wherever the Share Purchase Agreement is referred to in the Share Purchase
Agreement or in any other agreements, documents and instruments, such reference
will be to the Share Purchase Agreement as amended hereby. Except as expressly
amended hereby, the terms and conditions of the Share Purchase Agreement will
continue in full force and effect.
2. AMENDMENTS
2.1 Section 2.2 of the Share Purchase Agreement
Section 2.2 of the Share Purchase Agreement is hereby amended by deleting
Section 2.2 in its entirety and inserting the following in substitution thereof:
"2.2 Purchase Price
Subject to the terms and conditions of this Agreement, the price for
the Vendor's Shares is $115,000 payable by:
(a) the issuance by the Purchaser to the Vendors of 4,885,000 voting
common shares in the capital of the Purchaser (the "Pubco Shares"),
and the Purchaser will issue to the Vendors such shares in the
following amounts on the Closing Date:
Vendor Number of Shares
------ ----------------
Xxxxx Xxxxxxx 2,442,500
Xxxxxx Xxxx 2,442,500
(b) the transfer by the management of the Purchaser to each Vendor on
the Closing Date of an additional 500,000 common shares in the
capital of the Company
(the shares to be issued to the Vendors pursuant to Sections 2.2(a)
and (b) are collectively referred to as the "Pubco Shares")."
2.2 Section 3.1(g) of the Share Purchase Agreement
Section 3.1(g) of the Share Purchase Agreement is hereby amended by inserting
"(the "Para Note")" in the first sentence, the third line, after the word
"notes" in that Section.
2.3 Section 5.2(h) of the Share Purchase Agreement
Section 5.2(h) of the Share Purchase Agreement is hereby amended by deleting the
reference to "$850,000" and replacing it with "$1,012,500" and by deleting the
word "and" at the end of the Section.
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2.4 Section 5.2(i) of the Share Purchase Agreement
Section 5.2(i) of the Share Purchase Agreement is hereby amended by deleting the
"." at the end of the sentence and replacing it with "; and".
2.5 New Subsection 5.2(j) of the Share Purchase Agreement
The Share Purchase Agreement is hereby amended by the insertion of a new
Subsection 5.2(j), as follows:
"(j) take all necessary actions to cause the transfer of the shares to the
Vendors referred to in Section 2.2(b)".
2.6 New Section 5.10 of the Share Purchase Agreement
The Share Purchase Agreement is hereby amended by the insertion of a new Section
5.10, as follows:
"5.10 Discharge of the Para Note
The Purchaser hereby represents to the Vendors that it has reached an
agreement with Mr. Xxx Para with respect to the repayment and discharge of
the Para Note by issuing to Mr. Xxx Para 108,000 common shares in the
capital of the Purchaser. Forthwith after the Closing, the Purchaser will
issue to Mr. Xxx Para 108,000 common shares in the capital of the Purchaser
and obtain from Mr. Xxx Para a full release of NetSentry and the Purchaser
with respect to all liabilities under the Para Note."
2.7 Section 6.2(c) of the Share Purchase Agreement
Section 6.2(c) of the Share Purchase Agreement is hereby amended by deleting the
reference to "$850,000" and replacing it with "$1,012,500".
2.8 Section 7.1 of the Share Purchase Agreement
Section 7.1 of the Share Purchase Agreement is hereby amended by deleting the
reference to "January 22, 1999" and replacing it with "February 5, 1999".
2.9 Section 9.1 of the Share Purchase Agreement
Section 9.1 of the Share Purchase Agreement is hereby amended by deleting the
reference to "January 31, 1999" and replacing it with "February 12, 1999".
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3. MISCELLANEOUS
3.1 Counterpart
This Agreement may be executed in any number of counterparts with the same
effect as if all parties to this Agreement had signed the same document and all
counterparts will be construed together and constitute one and the same
instrument.
3.2 Enurement
All the terms and provisions of this Agreement will be binding upon and enure to
the benefit of the parties and their respective successors and assigns.
3.3 Time
Time will be of the essence hereof.
3.4 Entire Agreement
This Agreement sets forth the entire agreement and understanding of the parties
in respect of the matters contemplated hereby and supersedes all prior
agreements and understandings, oral or written, among the parties or their
respective representatives with respect to the matters herein.
IN WITNESS WHEREOF, the parties have duly executed these presents as of the date
and year first above written.
SIGNED, SEALED AND DELIVERED by XXXXX XXXXXXX in the )
presence of: )
)
)
/s/ XXXXXX X. XxXXXX ) /s/ XXXXX XXXXXXX (seal)
----------------------------------------------------- ) ------------------------------------------------
Name ) XXXXX XXXXXXX
XXXXXX X. XxXXXX )
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Address )
BARRISTER & SOLICITOR )
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)
BULL, HOUSSER & XXXXXX )
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)
3000, 0000 XXXX XXXXXXX XXXXXX )
----------------------------------------------------- )
)
XXXXXXXXX, XX X0X 0X0 )
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)
PHONE 000-0000 )
----------------------------------------------------- )
)
)
----------------------------------------------------- )
Occupation )
)
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SIGNED, SEALED AND DELIVERED by XXXXXX XXXX in the )
presence of: )
)
)
/s/ XXXXXX X. XxXXXX ) /s/ XXXXXX XXXX (seal)
----------------------------------------------------- ) ------------------------------------------------
Name ) XXXXXX XXXX
XXXXXX X. XxXXXX )
----------------------------------------------------- )
Address )
BARRISTER & SOLICITOR )
----------------------------------------------------- )
)
BULL, HOUSSER & XXXXXX )
----------------------------------------------------- )
)
3000, 0000 XXXX XXXXXXX XXXXXX )
----------------------------------------------------- )
)
XXXXXXXXX, XX X0X 0X0 )
----------------------------------------------------- )
)
PHONE 000-0000 )
----------------------------------------------------- )
)
)
----------------------------------------------------- )
Occupation )
POWERTECH, INC.
Per: /s/ illegible
------------------------
Authorized Signatory
