Exhibit 10.2
AMENDING AGREEMENT
THIS AGREEMENT made as of the 31st day of May, 2005.
B E T W E E N:
RONALD W. WINNEY
LANCE D. PETERS
DAMON W. WINNEY
(the "Vendors")
- and -
AVENUE RECONNECT INC.
(the "Corporation")
- and -
TELEPLUS CONNECT CORP.
(the "Purchaser")
- and -
TELEPLUS ENTERPRISES INC.
("Teleplus Enterprises")
- and -
TELEPLUS RETAIL SERVICES INC.
("Teleplus Retail")
WHEREAS pursuant to a share purchase agreement (the "Purchase Agreement")
dated as of April 20th, 2005, between the Vendors, the Corporation, the
Purchaser and Teleplus Enterprises, the Purchaser, agreed, among other things,
subject to the provisions of the Purchase Agreement, to purchase and the Vendors
agreed to sell all of the issued and outstanding shares of the Corporation;
AND WHEREAS the parties desire to have Teleplus Retail added as a party to
the Purchase Agreement whereby Teleplus Retail will assume all of the
obligations of Teleplus Enterprises under the Purchase Agreement and will
otherwise be bound by the provisions thereof;
AND WHEREAS Teleplus Enterprises' rights and obligations under the
Purchase Agreement will be terminated upon Teleplus Retail becoming a party
thereto;
AND WHEREAS it is proposed that the Purchase Agreement be amended, inter
alia, to reflect these changes;
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NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual provisions and covenants herein, the sufficiency of which is hereby
acknowledged, the parties hereto agree to the following:
1) The Purchase Agreement is hereby amended as follows:
a) Teleplus Enterprises is hereby no longer a party to the Purchase
Agreement and its rights and obligations thereunder are terminated
and it shall not be bound in anyway by the provisions thereof;
b) Teleplus Retail is hereby added as a party to the Purchase Agreement
and agrees to assume all of the obligations and enjoy all of the
benefits heretofore assumed and enjoyed by Teleplus Enterprises;
c) For greater certainty,
i) anywhere the name "Teleplus Enterprises Inc." or the
capitalized term "Teleplus Enterprises" appear in the Purchase
Agreement, each such name and term is hereby deleted and
inserted in place thereof are the name "Teleplus Retail
Services Inc." and the capitalized term "Teleplus Retail",
respectively;
ii) the phrase "the laws of the State of Nevada" is hereby deleted
from (A) the preamble, and (B) Section 4.02(1) of the Purchase
Agreement, and inserted in its place is the phrase "the laws
of the Province of Quebec" in both instances; and,
iii) the phrase "the Purchaser is a Subsidiary of Teleplus
Enterprises" is hereby deleted from the preamble to the
Purchase Agreement and inserted in its place is the phrase
"the Purchaser is an affiliate of Teleplus Retail".
d) the dollar amount of "$700,000" stipulated as the aggregate purchase
price in Section 2.02 of the Purchase Agreement is hereby deleted
and the dollar amount of "$710,000" is inserted in its place.
e) Section 2.03(b) of the Purchase Agreement is hereby deleted in its
entirety and inserted in its place is the following:
"subject to adjustment in accordance with section 2.04, the issuance of a
promissory note in the amount of $310,000, in the form attached hereto as
Schedule 2.03(b) (the "Promissory Note") to be paid to the Vendors in
eight (8) monthly installments, the first two (2) of which shall be for
$25,000 and the following six (6) of which shall be for $20,000,
commencing on the first month following the Closing Date with the
remaining balance to be paid on the date which is nine (9) months
following the Closing Date. The Promissory Note shall be secured by an
assignment of that portion of the Contracts which value in aggregate
equals the remaining amount outstanding under the Promissory Note at any
given time, all in accordance with the security agreement attached hereto
as Schedule 2.03(b) (the "Security Agreement")."
f) the following is hereby added to the Purchase Agreement as section
9.04:
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"Securities Law Compliance Certificate. Each Vendor agrees and covenants
that, from time to time subsequent to the Closing Date, such Vendor shall
provide to the Purchaser such certificates regarding the conduct of the
business and/or financial information of the Corporation prior to the
Closing as the Purchaser may reasonably require from such Vendor to enable
the Purchaser's Chief Executive Officer and Chief Financial Officer (and
such other executive officers of the Purchaser) to execute and deliver
such certificates (the "Officers' Certificates") as they are required to
execute and file with the Securities & Exchange Commission under
Sarbanes-Oxley of 2002 Act (or such other Acts as may be adopted) when
such Officers' Certificates include or, in part, are based upon the
conduct of the business, including the Business, and/or the financial
information of the Corporation prior to the Closing. The Vendors agree
that this covenant shall survive for a period of six years from the
Closing Date or for such longer period as may be required by applicable
Law."
2) All other amendments, deletions and additions necessary to give effect to
the foregoing are hereby deemed made to the Purchase Agreement without in
any way prejudicing any other provisions of the Purchase Agreement.
3) In all other respects the terms and conditions set forth in the Purchase
Agreement shall remain unamended, and time shall remain of the essence.
4) This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which taken together
shall be deemed to constitute one and the same instrument. Counterparts
may be executed either in original or faxed form and the parties adopt any
signatures received by a receiving fax machine as original signatures of
the parties; provided, however, that any party providing its signature in
such manner shall promptly forward to the other parties an original of the
signed copy of this Agreement which was so faxed.
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IN WITNESS WHEREOF the parties hereto have executed this Amending
Agreement on the date first above written.
TELEPLUS CONNECT CORP.
Per: /s/ Marius Silvasan
Name: Marius Silvasan
Title: CEO
___________________________________ /s/ Ronald W. Winney
Witness: RONALD W. WINNEY
___________________________________ /s/ Lance D. Peters
Witness: LANCE D. PETERS
___________________________________ /s/ Damon W. Winney
Witness: DAMON W. WINNEY
AVENUE RECONNECT INC.
Per: /s/ Ronald W. Winney
Name: Ronald W. Winney
Title: President
TELEPLUS ENTERPRISES INC.
Per: /s/ Marius Silvasan
Name: Marius Silvasan
Title: CEO
TELEPLUS RETAIL SERVICES INC.
Per: /s/ Marius Silvasan
Name: Marius Silvasan
Title: CEO