Exhibit 10.10
POSTPONEMENT OF CLAIM
For valuable consideration, receipt whereof is hereby acknowledged, all debts
and liabilities, present and future, of
1418276 ONTARIO INC. (hereinafter called the "Customer") to the undersigned are
hereby deferred and postponed by the undersigned to the debts and liabilities,
present and future, of the Customer to Laurentian Bank of Canada (hereinafter
called the "Bank") and it is agreed by the undersigned that until all of the
said debts and liabilities of the Customer to the Bank have been paid in full no
payment shall be made or received on account of the said debts and liabilities
of the Customer to the undersigned and any payments which might be received
notwithstanding the foregoing shall be received in trust for the Bank and shall
be paid over to the Bank forthwith on receipt but no such payment shall have the
effect of reducing the indebtedness of the Customer to the Bank until actually
received by the Bank; and none of the debts and liabilities of the Customer to
the undersigned shall be released, transferred or charged in any way or allowed
to become unenforceable through lapse of time, and the Bank may, but shall not
be bound to, claim and prove in respect of any or all such debts and liabilities
of the Customer to the undersigned in any bankruptcy, insolvency, composition,
scheme of arrangement, liquidation or winding-up, voluntary or involuntary,
affecting the Customer or any distribution of assets of the Customer among
creditors of the Customer, and all of the said debts and liabilities of the
Customer to the undersigned are hereby assigned and transferred to the Bank and
all dividends or other sums which may be or become payable in respect thereof
shall be due and be paid to the Bank until it shall have received, the full
amount of the last mentioned debts and liabilities; and the undersigned will
from time to time execute and deliver all such statements, proofs of claims,
transfers, assignments and documents and do all such acts and things as the Bank
may request to implement the foregoing.
It is understood and agreed by the undersigned that the term "all debts and
liabilities of the Customer to the Bank", whenever referred to in this
agreement, shall include any funds advanced or held at the disposal of the
Customer under any line(s) of credit.
This agreement shall extend to and enure to the benefit of the Bank and its
successors and assigns and shall be binding upon the undersigned and the heirs,
executors, administrators, legal representatives, successors and assigns of the
undersigned and each of them.
The undersigned acknowledges receipt of a fully executed copy of this agreement
and hereby waives the right to receive from the Bank a copy of any financing
statement, financing charge statement or verification statement filed at any
time in respect of this agreement.
This agreement shall be governed by and construed in accordance with the laws of
(insert Province where branch located) and the laws of Canada applicable
therein.
Given under seal at the town of Richmond Hill this 22nd day of February, 2002.
In the presence of UNIVERSE2U INC.
Per:
/s/ Naseer (Irfan) Syed /s/ Kim Allen______________ (seal)
- --------------------------
Print witness name: Authorized signature: Kim Allen A.S.O.
The "Customer" named above hereby acknowledges receipt of a copy of the
foregoing agreement and accepts the assignment and transfer contained therein
and agrees with the said Bank to give effect to all of the provisions of the
said agreement.
Given under seal at the Town of Richmond Hill this 22nd day of February, 2002.
In the presence of 1418276 ONTARIO INC.
Per:
/s/ Naseer (Irfan) Syed /s/ Kim Allen ___________ (seal)
- --------------------------
Print witness name: Authorized signature: Kim Allen A.S.O.