AMENDMENT TO AGREEMENT OF PURCHASE AND REASSIGNMENT
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That certain agreement entitled "Agreement of Purchase And
Reassignment" executed on the 30th day of October 2001 by and between Merit
Studios, Inc. and Videolocity Direct, Inc. wherein Merit Studios, Inc. agrees to
buy and reacquire and Videolocity Direct, Inc. agrees to sell and reassign those
two certain license agreements entitled, "Amended and Restated License
Agreement", under date of October 27, 2000, and executed on March 6, 2001 and
the "License Agreement" executed on May 29, 2001, said agreement being restated
and amended only as follows, to wit;
1). Merit Studios, Inc. will pay $600,000 U.S. to Videolocity Direct,
Inc. as follows;
a). Merit Studios, Inc. will pay to Videolocity Direct, Inc. 50%
of any and all funds received by Merit Studios, Inc., or
received by any subsidiary of Merit Studios, Inc. (either
borrowed or as paid in capital) until $600,000 U.S. has been
paid, however, in any event the entire amount of $600,000
U.S. must be paid in full within 120 days from October 30,
2001.
2). Merit Studios, Inc. will immediately reassign 2,500,000 shares of
Videolocity Direct, Inc. stock to Videolocity Direct, Inc., for cancellation to
its treasury of unissued shares,
3). Videolocity Direct, Inc. will transfer a 1,000,000 share
certificate of Merit Studios, Inc. stock it owns, standing in the name of
Michael John to Merit Studios, Inc., or its designated assignee, upon completion
of the payments as set forth in sub paragraph (a) above,
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AMENDMENT TO AGREEMENT OF PURCHASE AND REASSIGNMENT DATED NOVEMBER 2, 2001
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4). Both companies hereto will enter into a mutual release, releasing
each other from any and all liabilities, upon the completion by Merit Studios,
Inc. of the payments as set forth in sub paragraph (a) above.
All of the terms and conditions contained herein are agreed to by and
between the arties hereto.
Due to the fact that Merit Studios, Inc. and Videolocity International,
Inc. (which owns control of Videolocity Direct, Inc.) are publicly owned and
traded companies, it is agreed that Merit Studios, Inc. and Videolocity
International, Inc. will enter into a joint release to the public through
Business Wire, immediately upon the execution of this agreement.
Dated: November 2, 2001:
Merit Studios, Inc. Videolocity Direct, Inc.
By:_______________________________ By:___________________________
Mr. Michael John, CEO George Norman, Chairman
Merit Studios, Inc. Videolocity Direct, Inc.
1930 Village Center Circle 358 S. 700 E. Suite B604
PMB #402, Suite 3 Salt Lake City, UT. 84102
Las Vegas, NV. 89134
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