TIDALWAVE HOLDINGS INC.
1831 N.E. 45th STREET
FT. LAUDERDALE, FLORIDA 33308
(954) 255-6753
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October 10, 2000
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44Wallstreet.com Inc.
601 Cleveland Street, Suite 370
Clearwater, Florida 33755
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RE: Amendment to August 18, 2000 and September 8, 2000
Asset Purchase Agreements between Tidalwave
Holdings Inc. and 44Wallstreet.com Inc.
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Dear Mr. Bache:
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This letter hereby confirms the purchase by the undersigned,
Tidalwave Holdings Inc., or any designee thereof, in either
case, ("Purchaser") of one hundred percent (100%) of the web
sites known as MobileHomeTrader.com, MHLoans.com and
AMSMortgage.com now owned by 44WallStreet.com Inc.
("Seller"), subject to the terms of this Purchase Agreement.
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Purchaser proposes to purchase one hundred percent 100% of
MobileHomeTrader.com, MHLoans.com and AMSMortgage.com based
on the following terms and conditions:
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Purchaser shall tender to Seller 25,015,000 common
shares equal to $3,500,000 as shown on schedule A of
this agreement equal in value to one hundred (100%)
percent of MobileHomeTrader.com, MHLoans.com and
AMSMortgage.com.
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Such shares shall be "restricted" in accordance with Rule
144 and will be received within 30 days of the signing of
this agreement. Mr. Bache hereby agrees that upon such
restriction being removed from the share certificate, he
shall not be able to sell more than 150,000 shares per
month.
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Both parties agree to hold any and all information exchanged
or discovered with respect to the parties or the proposed
transaction in confidence and not to disclose the same to
any third party or to use any such information for any
purpose other than the transaction proposed herein all in
accordance with the, confidentiality and nondisclosure
agreement which was fully executed by the parties on August
14, 2000. All parties agree to keep execution of this letter
of intent confidential. Further, both parties agree to
personally pay their own legal, accounting and other related
fees for this transaction.
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If the foregoing meets with your approval, please sign two
copies of this letter and return one to the undersigned.
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Very truly yours,
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Tidalwave Holdings Inc.
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By: /s/ Leon Kline
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Leon Kline
President
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ACCEPTED AND AGREED TO
this 10th day of October ,2000
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44WallStreet.com Inc.
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By: /s/ L. Edward Bache
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L. Edward Bache, Sr.
Managing Director
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STOCK PURCHASE AGREEMENT
Schedule A
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$300,000 @ $0.05 6,000,000
$350,000 @ $0.075 4,666,667
$600,000 @ $0.10 6,000,000
$300,000 @ $ 0.125 2,400,000
$500,000 @ $0.20 2,500,000
$300,000 @ $0.25 1,200,000
$300,000 @ $0.30 1,000,000
$200,000 @ $0.40 500,000
$150,000 @ $0.50 300,000
$150,000 @ $0.75 200,000
$100,000 @ $1.00 100,000
$50,000 @ $1.25 40,000
$50,000 @ $1.50 33,333
$150,000 @ $2.00 75,000
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$3,500,000 25,015,000 Shares
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