ADDENDUM TO ESCROW AGREEMENT
This ADDENDUM TO ESCROW AGREEMENT (the "Addendum") is entered into as of
November 22, 1999 by and between INDUSTRIAL RUBBER INNOVATIONS, INC., a Florida
corporation ("Seller"), on the one hand, RICARDO REQUENA ("Requena"), STRATTON,
S.A. ("Stratton"), EMERALD CORP., ("Emerald"), M. DOLORES LONGO ("Longo"),
MICHAEL MILLER ("Mike Miller"), ROBERT MILLER ("Robert Miller"), and DALE PARUK
("Paruk), on the other hand (each of Requena, Stratton, Emerald, Longo, Mike
Miller, Robert Miller and Paruk shall be referred to as a "Purchaser" and
collectively as the "Purchasers"), COVICTORY CAPITAL LTD. ("Covictory") and MRC
LEGAL SERVICES CORPORATION, a California corporation, as escrow agent ("Escrow
Agent").
R E C I T A L S
A. WHEREAS, Seller, Requena, Stratton, Emerald, Longo, Covictory, and
Escrow Agent are parties to that certain Escrow Agreement entered into as of
July 28, 1999 (the "Escrow Agreement");
B. WHEREAS, the parties to the Escrow Agreement desire to execute this
Addendum, and Mike Miller, Robert Miller and Paruk desire to become a party to
the Escrow Agreement by their execution of this Addendum;
NOW THEREFORE, for and in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby agree
as follows:
1. The Parties hereby agree that, upon receipt of an aggregate of
1,519,000 shares of freely-trading common stock of Seller by the Escrow Agent,
said shares to be delivered by any of the parties named herein along with
sufficient stock powers or other documentation necessary to transfer said
shares, to be sold and transferred by Escrow Agent at the direction of Escrow
Agent without further restriction, Escrow Agent shall provide notice to Savant
of a change in ownership of the entire Savant Interest and the Debenture to
whatever party or parties is so designated to Escrow Agent by Robert Miller.
Upon receipt of the 1,519,000 shares referenced herein by Escrow Agent, the
delivery of notice to Savant as provided for herein, and the subsuent sale of
all the shares by Escrow Agent, the Escrow Agreement and the obligations of the
parties thereunder shall terminate.
A. The Parties further agree that upon receipt of the 1,519,000
shares referenced herein, Seller shall pay the sum of $25,000 to Robert Miller
as partial repayment of $25,000 in proceeds loaned to Seller. Both Seller and
Robert Miller acknowledge that there have been additional amounts loaned to
Seller which are not satisfied by the repayment discussed herein.
2. Other than as set forth in this Addendum, the terms and conditions
of the Escrow Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this Escrow Agreement to
be duly executed and delivered in its name and on its behalf, all as of the date
and year first above written.
"PURCHASERS"
/s/ Ricardo Requena /s/ M. Dolores Longo
_____________________________ _____________________________
Ricardo Requena M. Dolores Longo
Stratton S.A. Emerald Corp.
/s/ Alejandra Fernandez /s/ Blanca de Longo
_____________________________ _____________________________
By: Alejandra Fernandez By: Blanca de Longo
Its: President Its: Director
/s/ Michael Miller /s/ Robert Miller
Michael Miller Robert Miller
/s/ Dale Paruk
"SELLER" "COVICTORY"
Industrial Rubber Innovations, Inc. Covictory Capital Ltd.
/s/ David Foran /s/ Robert Miller
_____________________________ _____________________________
By: David Foran By: Robert Miller
Its: Acting President Its: President
/s/ David Foran
By: David Foran "ESCROW AGENT"
Its: Director
MRC Legal Services Corporation
/s/ Steven Tieu /s/ M. Richard Cutler
By: Steven Tieu _________________________________
By: M. Richard Cutler
Its: President
