EXHIBIT 10.2
SHARE PURCHASE AGREEMENT
--------------------------
Extension Agreement
made effective as of the 22nd day of October, 2001.
The undersigned, being all of the parties to the Share Purchase Agreement dated
August 17, 2001, hereby agree to amend sections of the said Agreement as
follows:
(1) Sections 2.03 (a), (b) and (c) of the said Agreement amended to read as
follows:
2.03 Financing. The Closing will be subject to Green Fusion or GFC
completing advances to House of Brussels as follows:
(a) the advances will total $1,000,000 of which $200,000 has been
advanced to date;
(b) the balance of $800,000 will be advanced by Green Fusion to
House of Brussels on or before November 22, 2001.
(c) the interim advances of $200,000 made to date have been advanced
as loans payable 120 days following demand bearing interest at
the rate of prime (being the prime rate of interest charged
by the Royal Bank of Canada to its best commercial customers)
plus 2% per annum (the "Interim Loans") and will be
evidenced by promissory notes executed by House of Brussels in
favour of Green Fusion or GFC, at the election of Green
Fusion. In the event that the acquisition of House of
Brussels by Green Fusion is not completed for any reason, the
Interim Loans will remain outstanding and repayable in full 120
days following demand and will continue to be evidenced by
the executed promissory notes;
(2) A new Section 2.03 (f) will be added to read as follows:
2.03(f) Repayment of Bridge Financing. Should any third party or party hereto,
other than Green Fusion, provide funds to meet the ongoing cash requirements of
House of Brussels between the date of this extension agreement and the Closing,
such amounts shall be repaid from funds paid by Green Fusion on November 22,
2001 in priority to all other payments or claims.
(3) Section 7.03 (c) of the said Agreement amended to read as follows:
(c )Green Fusion will have completed financing of the Minimum Placement Amount
by November 22, 2001, provided such private placement may complete
contemporaneously with the Closing.
IN WITNESS WHEREOF the parties hereto have executed this extension agreement as
of the day and year first above written.
GREEN FUSION CORPORATION
a Nevada corporation by its
authorized signatory:
/s/ L. Xxxx Xxxxxxx
_____________________________
Signature of Authorized Signatory
L. Xxxx Xxxxxxx
_____________________________
Name of Authorized Signatory
President & Director
____________________________
Position of Authorized Signatory
HOUSE OF BRUSSELS HOLDINGS LTD.
a British Columbia company by its
authorized signatories:
/s/ Signature
_____________________________
Signature of Authorized Signatory
_____________________________
Signature of Authorized Signatory
SIEMENS INDUSTRIES LTD.
by its authorized signatory:
/s/ Signature
_____________________________
Signature of Authorized Signatory
X. X. XXXXXX LTD.
by its authorized signatory:
/s/ Signature
_____________________________
Signature of Authorized Signatory
HONG KONG BASE LIMITED
by its authorized signatory:
/s/ Signature
_____________________________
Signature of Authorized Signatory
XXXXXX X. XXXXXXXX, IN HIS PERSONAL CAPACITY:
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SIGNED, SEALED AND DELIVERED
BY XXXXXX X. XXXXXXXX in the presence of:
/s/ XXXXXX X. XXXXXXXX
_____________________________ _____________________________
Signature XXXXXX X. XXXXXXXX
_____________________________
Name
_____________________________
Address
_____________________________
_____________________________
_____________________________
XXXXXX X. XXXXXXX, IN HIS PERSONAL CAPACITY:
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SIGNED, SEALED AND DELIVERED
BY XXXXXX X. XXXXXXX in the presence of:
/s/ Xxx Xxxxxxx
_____________________________ _____________________________
Signature XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
_____________________________
Name
0000 Xxxxx Xxxx
_____________________________
Address
North Vancouver
_____________________________
