Amendment No. 1
To
AGREEMENT,
Dated January 18, 2004,
(the "Original Agreement")
By and among
World Information Technology, Inc.,
(the "Company")
And
Xxxx X. Xxxxxx
("Xxxxxx"),
Dated this June 3, 2004
AMENDMENT NO. 1 TO
AGREEMENT
This Agreement, made this 3rd day of June, 2004, by and among World
Information Technology, Inc., (the "Company"), and Xxxx X. Xxxxxx ("Xxxxxx"),
collectively the "Parties".
WHEREAS, an Agreement dated January 18, 2004, relating to Xxxxxx'x
employment and financing activities of the Company (the "Original Agreement")
was executed by the Parties,
WHEREAS, under the Original Agreement the Company issued a Promissory Note
to Xxxxxx, dated January 26, 2004, in the amount of $370,500.00, plus interest,
and due on April 30, 2004 (the "Original Note") and issued a Warrant to purchase
common stock of the Company to Xxxxxx on January 25, 2004 (the "Warrant"),
WHRERAS, The Original Note and Warrant were a significant part of the
inducement for Xxxxxx to enter into the Original Agreement,
WHEREAS, Xxxxxx believes that the shareholder representatives of the
Company, negotiating with him on behalf of the Company had knowledge and belief
of certain facts relating to the Company's affairs were misrepresented to him
and the Company's Board of Directors, at the benefit for their own interests,
during the negotiations relating to the signing of the Original Agreement, and
WHEREAS, the parties desire to modify the terms and conditions and to add
or delete certain other terms and conditions to the "Original Agreement"
including the Original Note and Warrant.
NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements herein contained, the parties hereby agree
as follows:
The Parties agree to cancel the Original Note in exchange for the Company
signing a Promissory Note dated June 3, 2004 in the principal amount of
$370,500.00, plus 4% annual interest from January 26, 2004, with repayment in
eight equal payments of $53,413.46, paid semi-annually, with the first payment
due December 11, 2004, with all contingencies and representations relating to
the potential Company financing removed and an option for Xxxxxx to convert the
principal and interest at any time, in whole or part to common stock of the
Company at the last sale price per share on the same day as Xxxxxx shall give
notice to the Company of Xxxxxx'x desire to covert ("Revised Note"). A copy of
the Revised Note is attached hereto as Exhibit A.
The Parties agree to modify the Exercise Price of the Warrant to the closing
price of the Company's stock on the date of this agreement.
The Company hereby acknowledges and agrees that it now or never will have any
basis for filing and adverse claim against Xxxxxx and that all Xxxxxx'x rights
remain in full force. The Company further acknowledges and agrees that there is
no other agreement or understanding between Xxxxxx and the Company that would
prevent exercising it full rights to the Revised Note or the Warrant.
Subject to the modifications set forth in this Amendment, the above referenced
Original Agreement dated January 18, 2004, between the parties is hereby
ratified and confirmed. All other terms and conditions of the Original Agreement
remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date first above written.
WORLD INFORMATION TECHNOLOGY, INC.
"Company"
By: /s/ Xxxxx Xxxxx
----------------------------------------
Name: Xxxxx Xxxxx
Title: President
By: /s/ Xxxxx Xxx
----------------------------------------
Name: Xxxxx Xxx
Title: Secretary
XXXX X. XXXXXX
"Xxxxxx"
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Xxxx X. Xxxxxx
2
CERTIFICATE
The undersigned, being the Secretary of World Information Technology, Inc., a
Nevada Corporation (the " Company"), does hereby certify that the following
resolutions were approved at a meeting of the Board of Directors of the Company
dully held on June 3, 2004 and are in full force and effect on this date.
RESOLVED, that Amendment 1, dated June 3, 2004 to the Agreement dated as of
January 18, 2004, between this Company and Xxxx X. Xxxxxx., together with each
of the exhibits thereto, including the Convertible Note dated June 3, 2004 are
approved and a copy of the same be filed in the minute book of the Company.
This Certificate is executed this the 15th day of June, 2004.
By: /s/ Xxxxx Xxx
----------------------------------------
Name: Xxxxx Xxx
Title: Secretary
By: /s/ Xxxxx Xxxxx
----------------------------------------
Name: Xxxxx Xxxxx
Title: President
