EXHIBIT 10
THIS AMENDING AGREEMENT made and dated for reference the 1st day of September,
1999.
AMONG: ASIA PACIFIC ENTERPRISES, INC., a body corporate, incorporated
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under the laws of the State of Delaware, having its registered
office at 0000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000-0000
(hereinafter called "Asia Pacific")
OF THE FIRST PART
AND: EVIDEO USA, INC., a body corporate, incorporated under the laws
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of Nevada, having its registered office at 000 Xxxx Xxxx Xxxxxx,
Xxxxxx Xxxx, Xxxxxx 00000
(hereinafter called "USA")
OF THE SECOND PART
AND: EVIDEO INTERNATIONAL, INC., a body corporate, incorporated under
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the laws of The Commonwealth of the Bahamas, having its
registered office at ABL Building, Bank Lane, Nassau, Bahamas
(hereinafter called "International")
OF THE THIRD PART
AND: XXX X. XXXXXXX & ASSOCIATES LTD., a body corporate, incorporated
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under the laws of the Province of British Columbia, having its
head office at 0000 Xxxxxxx Xxxxx, Xxxx Xxxxxxxxx, Xxxxxxx
Xxxxxxxx X0X 0X0
(hereinafter called "Xxxxxxx")
OF THE FOURTH PART
AND: XXX X. XXXXXXX, an individual, of 0000 Xxxxxxx Xxxxx, Xxxx
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Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(hereinafter called "Xxx Xxxxxxx")
OF THE FIFTH PART
WHEREAS:
A. Pursuant to an agreement among the parties hereto dated June 8, 1999
(hereinafter called the "Agreement"), Asia Pacific agreed to acquire all of the
issued and outstanding shares of USA from International on the terms set forth
in the Agreement;
B. The closing pursuant to the Agreement occurred on June 23, 1999;
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C. The parties now wish to amend certain of the provisions of the Agreement
on the terms and conditions hereinafter set forth;
NOW THEREFORE THIS AMENDING AGREEMENT WITNESSETH that in consideration of these
presents and the sum of Ten Dollars ($10.00) now paid by each of the parties to
each of the other parties hereto, the receipt and sufficiency of which is hereby
acknowledged by each of the parties, and for other good and valuable
consideration, the receipt and sufficiency of which is also hereby acknowledged
by each of the parties, the parties hereby agree as follows:
1. Paragraph 1.02 of the Agreement is deleted in its entirety, and is replaced
with the following:
"1.02It is Asia Pacific's intention to raise an additional Three Million
Nine Hundred Thousand Dollars ($3,900,000) by the sale of equity
capital subsequent to the date of this Agreement as follows:
(a) at least Two Hundred Thousand Dollars ($200,000) by October 29,
1999; and
(b) the balance within 45 days after the first to occur of either of
the following events (each of which is hereinafter called a
"Release Event"):
(i) USA demonstrating a set-top box capable of receiving,
storing and replaying a video movie received in less than
real-time format from a file server using the proprietary
software currently being developed for it by Burnt Sand
Solutions Inc.; and
(ii) Macrovision Corporation issuing an exclusive long-form
license to USA to use Macrovision's analog copy protection
technology in the United States of America for less than
real-time video programming services.
For every common share of Asia Pacific issued to raise the
additional funds provided for in sub-paragraphs (a) and (b) of
this paragraph 1.02, Asia Pacific agrees to issue one and
one-half (1 ) common shares in its capital stock to
International, which shares are to be issued on October 29, 1999
or, to the extent that the funds are raised subsequent to October
29, 1999, such later date(s) as International may agree to, with
all of these shares to be held in escrow by an independent escrow
agent and released to International from escrow on the same basis
as the 6,623,016 common shares to be held in escrow pursuant to
paragraph 1.01 hereof."
2. Paragraph 1.03 of the Agreement is deleted in its entirety, and is replaced
with the following:
"1.03In order to secure Asia Pacific's performance in the raising of the
additional equity capital provided for in paragraph 1.02 hereof,
Xxxxxx Rollke, a director of Asia Pacific, has agreed to lodge 345,000
common shares of Asia Pacific currently owned by him with an
independent escrow agent, which shares will be released to Mr. Rollke
from escrow on the following basis:
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(a) on November 1, 1999, that portion of the total shares held in
escrow that equals the portion that the equity funds raised by
Asia Pacific subsequent to the date of the Agreement and on or
before October 29, 1999 is of Three Million Nine Hundred Thousand
Dollars ($3,900,000), provided that at least Two Hundred Thousand
Dollars ($200,000) of these funds has been raised by Asia Pacific
on or before October 29, 1999; and
(b) 46 days after the earliest Release Event occurs, that portion of
the total shares originally held in escrow that equals the
portion that the equity funds raised by Asia Pacific subsequent
to the date of the Agreement is of Three Million Nine Hundred
Thousand Dollars ($3,900,000), less the number of shares released
on November 1, 1999 as provided for in subparagraph (a) hereof;
and
(c) any shares not entitled to be released from escrow as provided
for in subparagraphs (a) and (b) of this paragraph 1.03 will be
surrendered to Asia Pacific for cancellation on the 47th day
after the earliest Release Event occurs."
3. In all other respects the terms and conditions of the Agreement shall
remain in full force and effect.
4. The parties hereto agree that the terms and conditions of the Amending
Agreement shall supercede and replace any other agreement or arrangements,
whether oral or written, heretofore existing among the parties in respect
of the subject matter of this Amending Agreement.
5. This Amending Agreement and any certificate or other writing delivered in
connection herewith may be executed in any number of counterparts and any
party hereto may execute any counterpart, each of which when executed and
delivered will be deemed to be an original and all of which counterparts of
this Amending Agreement or such other writing, as the case may be, taken
together, will be deemed to be one and the same instrument. The execution
of this Amending Agreement or any other writing by any party hereto will
not become effective until all counterparts hereof have been executed by
all of the parties hereto.
6. Each of the parties hereto will be entitled to rely upon delivery by
facsimile of executed copies of this Amending Agreement and any
certificates or other writings delivered in connection herewith, and such
facsimile copies will be legally effective to create a valid and binding
agreement among the parties in accordance with the terms and conditions of
this Amending Agreement.
7. Each of the parties hereto agrees to do and/or execute all such further and
other acts, deeds, things, devices, documents and assurances as may be
required in order to carry out the true intent and meaning of this Amending
Agreement.
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8. This Amending Agreement shall enure to the benefit of and be binding upon
the parties hereto and each of their successors and permitted assigns, as
the case may be.
IN WITNESS WHEREOF this Agreement has been executed as of the day and year first
above written.
SIGNED and DELIVERED by
ASIA PACIFIC ENTERPRISES, INC.
in the presence of:
/s/ Xxxx Xxxxxxx
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Authorized Signatory
SIGNED and DELIVERED by
EVIDEO USA, INC.
in the presence of:
/s/ Xxx X. Xxxxxxx
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Authorized Signatory
SIGNED and DELIVERED by
EVIDEO INTERNATIONAL, INC.
in the presence of:
/s/ Xxx X. Xxxxxxx
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Authorized Signatory
SIGNED and DELIVERED by
XXX X. XXXXXXX & ASSOCIATES LTD.
in the presence of:
/s/ Xxx X. Xxxxxxx
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Authorized Signatory
SIGNED and DELIVERED by )
XXX X. XXXXXXX )
in the presence of: )
) /s/ Xxx X. Xxxxxxx
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) XXX X. XXXXXXX
Signature of Witness )
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Name of Witness - please type or print )
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Address of Witness - please type or print )
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Occupation of Witness - please type or print )
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