AMENDMENT TO MASTER INTERNET SERVICES AGREEMENT
WHEREAS, Infinite Technology Information Services, Inc. ("Infinite")
and MCSP, Inc. ("MCSP") are parties to a Master Internet Services Agreement (the
"Agreement"), dated as of the 1st day of July, 1999;
WHEREAS, Infinite has been acquired by Infinite Technology Group Ltd.
("ITG"); and
WHEREAS, the parties hereto wish to amend certain provisions of the
Agreement.
NOW, THEREFORE, the Agreement shall be amended as follows:
1. Section 7 of the Agreement shall be amended so that, as amended, it
shall read as follows:
"7. MERGER OF MCSP AND INFINITE. Any time after
January 1, 2001, either MCSP or Infinite may elect, by written notice
to the other, that MCSP merge with and into Infinite (structured as a
tax-free reorganization); provided, that, Infinite has contracted for
Internet Services during the twelve (12) month period prior to the date
of such notice of not less than $450,000.
Upon the effectiveness of such merger, among other
things, MCSP shall be merged with and into Infinite and all of the
shares of Common Stock of MCSP shall be exchanged for 250,000 shares of
Common Stock of ITG."
2. All of the other terms and conditions of the Agreement shall remain
in full force and effect.
3. Unless otherwise indicated, capitalized terms in this amendment
shall have the meanings ascribed to them in the Agreement.
IN WITNESS WHEREOF, the parties have duly executed this amendment to
the Agreement, as of this 28th day of February, 2000.
MCSP, INC.
By: /s/ Xxxx Xxxxxxxx
______________________________________
Xxxx Xxxxxxxx
President
INFINITE TECHNOLOGY
INFORMATION SERVICES, INC.
By: /s/ Xxxx Xxxxxxx
______________________________________
Xxxx Xxxxxxx
President
INFINITE TECHNOLOGY GROUP LTD.
By: /s/ Xxxx Xxxxxxx
______________________________________
Xxxx Xxxxxxx
Chairman
