Exhibit 2.09
AGREEMENT
between
TOP COPY CC
("Seller")
and
XXXXXXXXXX.XXX INC.
("Purchaser")
WHEREAS the agreement entered into for the sale of the business of the Seller to
the Purchaser and concluded on 20 May 1999 (the "Sale of Business Agreement")
has lapsed due to the non-fulfilment of the condition precedent contained in
clause 2.3 thereof, the Parties wish to reinstate the Sale of Business Agreement
and effect certain amendments so as to accommodate the Purchaser's delays.
NOW THEREFORE THE PARTIES AGREE:
1. REINSTATEMENT OF SALE OF BUSINESS AGREEMENT
The parties agree that the Sale of Business Agreement is hereby reinstated
with full force and effect from date of signature hereof save that, and
subject to, the terms of this agreement which hereby amend, where
applicable, the Sale of Business Agreement.
2. INTEREST ON PURCHASE PRICE
The parties hereby agree that interest shall be payable on the full amount
of the purchase price at a rate of 6.5% (six and a half per centum) per
annum, calculated daily, from 25 August 1999 to the date of payment of the
full amount of the purchase price, and such interest shall be paid together
with the purchase price.
3. CHANGE OF EFFECTIVE DATE AND IMPLEMENTATION DATE
The parties hereby amend the Sale of Business Agreement as follows:
3.1 The definition of "effective date" in clause 1.2.5 is amended to read
"means the close of business on 31 January 2000".
3.2 The definition of "implementation date" in clause 1.2.6 is amended to
read "means close of business on 31 January 2000".
Page 1
4. COUNTERPARTS
This agreement may be entered into any number of counterparts and by the
parties to it on separate counterparts, each of which when so executed and
delivered shall be an original, but all the counterparts shall together
constitute one and the same instrument.
5. GENERAL
No waiver, indulgence, leniency or extension of time which a party (the
"Grantor") may grant or show to the other, will in any way prejudice the
Grantor or preclude the Grantor from exercising any of his rights in the
future and no variation of, or addition or agreed cancellation to this
agreement shall be of any force or effect unless it is reduced to writing
and signed by or on behalf of the parties.
SIGNED on behalf of Top Copy CC at CAPE TOWN on the 14th of October 1999 in the
presence of the undersigned witnesses:
AS WITNESSES:
1. /s/ ILLEGIBLE for: Top Copy CC
--------------------------------
2. /s/ ILLEGIBLE /s/ ILLEGIBLE
-------------------------------- ---------------------------------------
Member, who warrants that he is duly
authorised
SIGNED on behalf of Xxxxxxxxxx.Xxx Inc. at Madison, TN on the 14th of October
1999 in the presence of the undersigned witnesses:
AS WITNESSES:
1. /s/ ILLEGIBLE for: Xxxxxxxxxx.Xxx Inc.
--------------------------------
2. /s/ ILLEGIBLE /s/ ILLEGIBLE/Chairman
-------------------------------- ---------------------------------------
Director, who warrants that he is duly
authorised
[Stonehouse Graphics letterhead]
13 October 1999
Xxxxxxxxxx.xxx, Inc
Fax 000 000 0000
Attention Reg Xxxxxxx.
We are prepared to extend the date of our agreement to January 2000.
All financials will then run to that date and be subject to an audit.
Kind regards,
/s/ Xxxxx Weight
Xxxxx Weight.
