EXHIBIT 10.2
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT is made between VOIP Technology Inc. (formerly Trader
Xxxxxxx.xxx) (the "Parent"), a Nevada corporation, National Lighting Corporation
(the "Subsidiary"), a British Columbia corporation, Xxx Xxxxxx, and Xxxx
Xxxxxxxxx (the "Sellers").
WHEREAS the parties entered into an agreement dated February 2, 2000, whereby
the Parent acquired 100% of the Subsidiary (the "Original Agreement");
WHEREAS neither of the Sellers or the Parent have been able, despite best
efforts, to raise the capital needed to fulfill Section 5 of the Original
Agreement and carry out the business objectives of the Subsidiary;
WHEREAS the Sellers have not delivered audited financial statements required
under Section 11 of the Original Agreement within 120 days, thereby preventing
the Parent from filing a registration statement with the SEC; and
WHEREAS the parties intend to modify the Original Agreement hereby to facilitate
a reorganization of the Parent rather than terminate the Original Agreement
altogether.
NOW THEREFORE, in consideration of the promises and mutual covenants, agreements
and provisions hereinafter contained, the parties hereto do hereby adopt a plan
of reorganization and agree as follows:
1. OFFICERS. Xxx Xxxxxx will be President of the Subsidiary and Xxxx Xxxxxxxxx
will be Chief Financial Officer. Neither Seller will hold any office in Parent.
Xxxxx Xxxxxxxx and Xxxx Xxxxxxxxx will not be appointed to the Board of Parent.
2. CORPORATE NAMES. Parent will be renamed Whistler Technologies Corp., or such
similar name in the discretion of the board if it is not available, and
Subsidiary will be renamed VOIP Technologies Inc., or such similar name in the
discretion of the Board if it is not available.
3. ESCROW SHARES. The escrow shares described in Section 4 of the Original
Agreement will not be issued until they are earned out in accordance with the
formula in the Original Agreement of one share per Canadian dollar of revenue
earned by the Subsidiary. This earn-out formula will not be affected by any
stock splits either one way or the other.
4. CONSOLIDATION The Sellers agree to a consolidation of issued and outstanding
shares on a 20 for 1 basis.
5. FINANCIAL STATEMENTS. If, for whatever reason, an audit opinion cannot be
obtained for the Subsidiary by December 15, 2000, then the Original Agreement
will be Terminated and all shares payable thereunder will be cancelled.
6. ORIGINAL AGREEMENT. Except for the amendments made herein the remainder of
the Original Agreement remains in full force.
DATED this 31st day of October, 2000.
VOIP TECHNOLGY INC. NATIONAL LIGHTING CORPORATION
/s/ Xxx Xxxxxxxx /s/ Xxx Xxxxxx
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Xxx Xxxxxxxx, Sole Director Xxx Xxxxxx, President
/s/ Xxx Xxxxxx /s/ Xxxx Xxxxxxxxx
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Xxx Xxxxxx, Individually Xxxx Xxxxxxxxx, Individually
