AMENDMENT TO ASSET PURCHASE AGREEMENT - DOGOPAY

Exhibit 10.3

AMENDMENT TO ASSET PURCHASE AGREEMENT - DOGOPAY

THIS AMENDMENT TO THE ASSET PURCHASE AGREEMENT (the “Amendment”)  dated the 6^th day of July, 2011.

BY AND AMONG:

IMPACT TECHNOLOGIES INC., a Corporation incorporated pursuant to the laws of the state of Nevada having an address at 000-0000 X Xxxxxx, Xxxxxx, Xxxxxxxxxx XXX 00000

(the “Purchaser”)

 OF THE FIRST PART

AND:

BANYAN TECH VENTURES INC., a corporation incorporated pursuant to the federal laws of Canada having a registered address at Xxxx 000, 0000 Xxxx 0^xx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0

(the “Vendor”)

 OF THE SECOND PART

AND:

XXXXXX XXX, an individual having an address at Xxxx 000, 0000 Xxxx 0^xx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0.

(the “Covenantor”)

 OF THE THIRD PART

AND:

DIGAGOGO VENTURES CORP., a Corporation incorporated pursuant to the laws of the state of Delaware having an address at 0000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX 00000

(“Digagogo”)

 OF THE FOURTH PART

WHEREAS:

A.

The Purchaser, the Vendor, the Covenantors and Digagogo entered into an Asset Purchase Agreement dated July 5, 2011 (the “Purchase Agreement”);

B.

Section 9.6 of the Purchase Agreement sets out the addresses that all notices, requests, demands or other communications be sent pursuant to the Purchase Agreement;

C.

The parties erroneously identified the address for the Purchaser and Digagogo in Section 9.6 of the Purchase Agreement as the address of Omni Data Capital Corp. (“Omni”), a company providing management and consulting services to the Purchaser and Digagogo and which consulted with the Purchaser in connection with the transactions contemplated in the Purchase Agreement, rather than noting the address of the Purchaser and Digagogo;

D.

The parties wish to amend Section 9.6 of the Purchase Agreement to correctly identify the address of the Purchaser and Digagogo for delivery of notices, requests, demands or other communications;

E.

Section 9.6 of the Purchase Agreement further provides that a copy of all notices, requests, demands or other communications sent to the Purchaser or Digagogo also be sent to Affinity Law Group and Section 1.1(aa) of the Purchase Agreement defines “Purchaser’s Solicitors” to be Xxxxx X. Xxxx; and

F.

The parties erroneously identified Affinity Law Group and Xxxxx Xxxx as the solicitors for the Purchaser or Digagogo, when such parties were in fact legal counsel for Omni and accordingly the parties wish to amend Sections 1.1(aa) and Section 9.6 of the Purchase Agreement to correctly identify the Purchaser’s Solicitors and the address of the Purchaser and Digagogo.

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NOW THEREFORE in consideration of the mutual covenants and conditions herein contained (the receipt and sufficiency of which consideration is hereby acknowledged by all parties), the parties have agreed and do hereby agree as follows:

1.

Amendment to Definitions.  That the Purchase Agreement be amended by deleting paragraph 1.1(aa) and replacing it with the following:

(aa)

“Purchaser’s Solicitors” means Xxxxxxxx Xxxxxxx, LLP;

2.

Amendment to Notices.  That the Purchase Agreement be amended by deleting section 9.6 and replacing it with the following:

9.6

Notices.  All notices, requests, demands or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery, facsimile or other electronic transmission, or by registered mail, postage prepaid, addressed to such other party or delivered to such other party as follows, provided that in case of electronic transmission and facsimile transmission, there is evidence of delivery:

to the Vendor:

Xxxxxx Xxx

and the Covenantors

Xxxx 000, 0000 Xxxx 0^xx Xxxxxx

Xxxxxxxxx, X.X. Xxxxxx X0X0X0

Email: xxxxxxxxx@xxxxx.xxx

with a copy to:

Xxxxx Xxxxxxxx, Barrister & Solicitor

00 Xxxxxxxxxx Xxxxxx

Xxxxxxx, Xxxxxxx, Xxxxxx X0X0X0

Email: xxxxxxxxxxx@xxxxxxxx.xxx

to the Purchaser

and Digagogo:

Digagogo Ventures Corp.

000-0000 X Xxxxxx

Xxxxxx, Xxxxxxxxxx XXX 00000

Email:  xxxx@xxxxxxxx.xxx

with a copy to:

Xxxxxxxx Xxxxxxx, LLP

0000 Xxxxx Xxxxxx, Xxxxx 000

Xxx Xxxxx, XX 00000

Email:  xxxxxxxxx@xxxxxxxxxxxxxxx.xxx  

or at such other address as may be given by any of them to the others in writing from time to time and such notices, requests, demands or other communications shall be deemed to have been received, if sent by facsimile, on the first (1^st) Business Day after sending or, if sent by registered mail, on the fifth (5^th) Business Day after mailing or, if delivered, upon the date of delivery.

3.

No Other Changes.  Other than as specifically set out herein, all other provisions of the Purchase Agreement remain unamended and in full force and effect.

4.

Counterpart Execution.  This Amendment may be signed by fax and in counterpart, and each copy so signed shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument.

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IN WITNESS WHEREOF the parties hereto have executed this Amendment as of the day and year first above written.

EXECUTED by IMPACT TECHNOLOGIES INC. in the presence of:

/s/ Xxxxxxx Xxxxxx                                  Witness ) ) ) ) ) ) ) IMPACT TECHNOLOGIES INC. per:


/s/ Xxxxxxxx Xxxxx                          Authorized Signatory

EXECUTED by BANYAN TECH VENTURES INC. in the presence of: /s/ Xxxxx Xxxxxxxx                            Witness	) ) ) ) ) ) )	BANYAN TECH VENTURES INC. per: /s/ Xxxxxx Xxx                                Authorized Signatory
SIGNED, SEALED and DELIVERED by XXXXXX XXX in the presence of: /s/ Xxxxx Xxxxxxxx                            Witness	) ) ) ) ) ) )	/s/ Xxxxxx Xxx                                 XXXXXX XXX
EXECUTED by DIGAGOGO VENTURES CORP. in the presence of: /s/ Xxxxxxx Xxxxxx                                  Witness	) ) ) ) ) ) )	DIGAGOGO VENTURES CORP. per: /s/ Xxxxxxxx Xxxxx                          Authorized Signatory