ASSUMPTION, CONSENT AND WAIVER AGREEMENT
WHEREAS BCB Voice Systems Inc. (the "Transferee"), proposes to
acquire from Working Ventures Canadian Fund Inc. (the "Transferor") 7,300 Common
Shares (the "Subject Shares") of International Neural Machines Inc. (the
"Corporation") pursuant to the terms of a purchase agreement to be executed
concurrently with this Assumption Agreement;
AND WHEREAS the transfer of the Subject Shares is governed by
the terms and conditions of a unanimous shareholders' agreement dated March 20,
1997 among the Corporation, the Transferor, Oleg Feldgajer and Aleksander Szlam
(the "Unanimous Shareholders' Agreement");
AND WHEREAS pursuant to paragraph 7.1(d) of the Unanimous
Shareholders' Agreement, the transfer of the Subject Shares is conditional upon
the Transferee entering into an agreement with the other parties to the
Unanimous Shareholders' Agreement, agreeing to be bound the terms thereof;
NOW THEREFORE this agreement witnesses that, in consideration
of the provisions set out below, the acquisition of the Subject Shares and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Any capitalized term used, but not defined shall have the meaning set out
in the Unanimous Shareholders' Agreement.
2. The Transferee hereby consents to the terms and conditions of the Unanimous
Shareholders' Agreement and agrees to assume all of the obligations of the
Transferor thereunder as they relate to the Subject Shares, as though the
Transferee was the Transferor and had been an original signatory to the
Unanimous Shareholders' Agreement.
3. The Transferee hereby acknowledges receipt of a copy of the Unanimous
Shareholders' Agreement.
4. The Transferee hereby advises that its address and fax no. for purposes of
section 11.2 of the Unanimous Shareholders' Agreement is as follows:
BCB Voice Systems Inc.
290 Riviera Drive
Markham, Ontario L3R 5M1
Attention: Terry Graham
Tel: 905-948-8266
Fax: 905-948-8276
5. Each of the parties to the Unanimous Shareholders' Agreement consent to the
transfer from the Transferor to the Transferee referred to herein and waive
all rights such parties may have
thereunder with respect to such transfer, including without limitation
under Article 7 of the Unanimous Shareholders' Agreement.
6. This agreement shall enure to the benefit of the parties and their
respective heirs, executors, administrators, legal personal
representatives, successors (including, without limitation, any successor
by reason of amalgamation of any party) and permitted assigns. Neither this
agreement nor any rights or obligations hereunder shall be assignable by
any party except pursuant to the provisions of the Unanimous Shareholders'
Agreement.
IN WITNESS WHEREOF the parties have executed this agreement
effective as of April 17, 2000.
BCB VOICE SYSTEMS INC.
By: (Signed) "Terry Graham"
--------------------------------
INTERNATIONAL NEURAL
MACHINES INC.
By: (Signed) "Oleg Feldgajer"
---------------------------------
Name: Oleg Feldgajer
Title: President
WORKING VENTURES CANADIAN
FUND INC.
By: (Signed) "Donald Morrison"
----------------------------------
Name: Donald Morrison
Title: Vice President
Witness:
- --------------------- (Signed) "Oleg Feldgajer"
---------------------------------------
OLEG FELDGAJER
Witness:
- --------------------- (Signed) "Aleksander Szlam"
---------------------------------------
ALEKSANDER SZLAM