EXHIBIT 10.5
AMENDING AGREEMENT
THIS AGREEMENT made as of the 31st day of January, 2000,
BETWEEN:
LEVEL JUMP FINANCIAL GROUP, INC., a corporation amalgamated under the laws
of the State of Florida ("Level Jump- Florida"),
- and -
xxxxxxxxxxxx.xxx inc., a corporation incorporated under the laws of the
Province of Ontario (the "Corporation"),
-and-
ZDG HOLDINGS INC., a corporation incorporated under the laws of the
Province of Ontario ("ZDG").
WHEREAS the Articles of Merger and the Plan of Merger between
Level-Jump-Florida and Level Jump Financial Group, Inc., a corporation
incorporated under the laws of the State of Colorado ("Level Jump- Colorado")
resulted in Level Jump-Florida being the surviving corporation;
AND WHEREAS Level Jump-Colorado, the Corporation and Xxxxxx Xxxxxx are
parties to a Voting and Exchange Agreement (the "Agreement") dated June 1, 1999;
AND WHEREAS section 6.1 of the Agreement requires any successor to Level
Jump-Colorado to assume the rights and obligations of Level Jump-Colorado
pursuant to the Agreement;
AND WHEREAS ZDG is now the registered holder of the Exchangeable Shares
formerly held by Xxxxxx Xxxxxx referenced in the Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual
covenants hereinafter contained, the partes hereto covenant and agree as
follows:
1. The Agreement be and it is hereby amended to provide that all references
to Parent in the Agreement shall refer to Level Jump-Florida.
2. The rights and obligations of Level Jump-Colorado under the Agreement
are now the rights and obligations of Level Jump-Florida.
3. The Agreement be and it is hereby amended to provide that all references
to Holder in the Agreement shall refer to ZDG.
4. The rights and obligations of Xxxxxx Xxxxxx under the Agreement are now
the rights and obligations of ZDG.
5. The Agreement be and it is hereby amended to provide that the number of
Exchangeable Shares referenced in the Agreement is 3,547,500.
6. Each party shall do such acts and shall execute such further documents
in order to give full effect to the provisions of this agreement.
7. This agreement shall be construed and enforced in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein.
8. The Agreement, as amended by this agreement, is hereby ratified and
confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
duly executed as of the date first above written.
LEVEL JUMP FINANCIAL GROUP, INC.
By ________________________________
Name:
Title:
xxxxxxxxxxxx.xxx inc.
By ________________________________
Name:
Title:
ZDG HOLDINGS INC.
By ________________________________
Name:
Title:
