AMENDMENT TO ASSET SALE AGREEMENT
This first amendment to the January 18, 1999 Asset Sale Agreement between
Powersoft Technologies, Inc., Vendor, and SAR Trading Limited, Purchaser, is
made and entered into this 18th day of June, 1999 by and between:
POWERSOFT TECHNOLOGIES, INC.
0000-000 Xxxx Xxxxxxx Xxxxxx
XX Xxx 00000
Xxxxxxxxx, X.X.
Xxxxxx X0X 0X0
(hereinafter "Vendor")
AND
SAR TRADING LIMITED
Tropic Isle Building
P.O. Box 438
Road Town, Tortola
British Virgin Islands
(hereinafter "Purchaser")
RECITALS
A. The original January 18, 1999 agreement (Original Agreement) is attached
hereto as Exhibit A and is incorporated herein by reference.
B. Vendor and Purchaser desire to amend the Original Agreement.
NOW THEREFORE, the parties hereto agree as follows:
1. The Vendor shall, and does hereby, sell 100% of its VHKP, HFCA, HFCI,
HFCIA, HFM, WCC and GHK shares to the Purchaser. In consideration of
the Purchaser's assumption of liabilities totaling U.S. $3,472,722.00
from the Vendor subsidiaries, namely VHKP, HFCA, HFCI, HFCIA, HFM, WCC
and GHK, the Vendor hereby agrees to issue two notes payable to the
Purchaser for a total of U.S. $3,472,722.00.
2. Note I shall be for U.S.$1,000,000.00, to be converted into shares at
$0.05 (five cents) per share immediately upon receipt.
3. Note II shall be for U.S. $2,472,722.00. This amount represents
$3,838,000.00 payable by Vendor to Purchaser, (as agreed upon in the
original Asset Sale Agreement dated January 18, 1999), less
$1,365,278.00, which has since become payable by Purchaser to Vendor
as the result of an assignment agreement attached hereto as Exhibit B.
4. Note II shall be non-interest bearing and can be convertible into the
Vendor share at fifteen trading days average price at the option of
the Vendor by giving seven trading days notice in writing to the
Purchaser. The Note can be converted at a minimum of $250,000.00 per
conversion.
5. The Vendor warrants to the Purchaser that, at the time of closing, the
liability will not exceed U.S.$3,472,722.00.
IN WITNESS WHEREOF the Parties hereto execute this amendment, which shall be
effective as of the 18th day of June, 1999.
POWERSOFT TECHNOLOGIES, INC.
/s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx, Director
POWERSOFT TECHNOLOGIES, INC.
SAR TRADING LIMITED
/s/ Xxx X. Xxxx
-------------------------------------
Xxx X. Xxxx, Director
SAR TRADING LIMITED
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