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EXHIBIT 3
to
SCHEDULE 13D
[Letterhead of Worldwide Excellence, Inc.]
October 5, 2005
Xxxxxx Xxxxxx, Esq.
President and CEO
MFC Development Corp.
000 Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxx, XX 00000
RE: Acquisition Agreement dated as of July 29, 2005 by and among
Worldwide Excellence, Inc., MFC Development Corp., and the
Shareholders of Worldwide Excellence, Inc. ("Acquisition Agreement")
Dear Xxxxxx:
This letter confirms our recent discussions:-
(a) Under Article 5 of the Acquisition Agreement, we hereby mutually
agree to extend the closing date to on or prior to November 1, 2005
and
(b) The definition of the term "Offering: set forth in the fourth
WHEREAS clause on page 1 of the Acquisition Agreement is hereby
modified to read as follows:
"WHEREAS, WWE, prior to the Closing Date, intends to
raise at least one million five hundred thousand
($1,500,000) dollars (with an over-allotment of an
additional one million seven hundred fifty thousand
($1,750,000) dollars) pursuant to a private offering of
MFC Convertible Preferred Stock and Warrants to purchase
MFC Common Stock (the "Offering")"
Sincerely,
Worldwide Excellence, Inc.
By: ___________________________________
Xxxxxxx X. Xxxxx, President and CEO
Consented and agreed to:
MFC Development Corp.
By: ________________________________
Xxxxxx Xxxxxx, President and CEO
