EFINANCIAL DEPOT.COM, INC.
#150 - 1875 CENTURY PARK EAST
CENTURY CITY, CALIFORNIA 90067
June 8, 2000
Alan Cohen,
Winford Holdings Group Limited and
Trade-Fast, Inc.
Dear Sirs:
Re: Share Purchase Agreement dated November 30, 1999
(the "Share Purchase Agreement")
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This letter will serve to confirm our agreement wherein, for good and
valuable consideration, the receipt and sufficiency of which is acknowledged, we
have agreed to amend the Share Purchase Agreement as follows:
1. By extending the "Closing Date" as defined in section 1.1(f), to June 8,
2000;
2. By increasing the "Purchase Price" as defined in section 1.1(aa) to
$22,500,000;
3. By amending the definition of "Purchaser Shares" as set out in section
1.1(cc) to increase the number of shares from 4,000,000 to 5,000,000; and
4. By amending section 5.1 by adding as 5.1(d) thereof:
"(d) to loan a total of $1,500,000 to Winford Holdings Group Limited, said loan
to have a term of three years from the date of the initial advance, to bear
interest at 6% per annum, payable on repayment of the principal and to be
secured by a pledge of 1,000,000 shares of the Purchaser, said shares to be the
sole recourse of the Purchaser in the event of default."
In all other respects the Share Purchase Agreement continues in full
force and effect provided that it is acknowledged that:
(a) the conditions providing for the release of the "Escrow Shares", as
detailed in section 3 of the Share Purchase Agreement, have been satisfied;
(b) the conditions for the "Closing Escrow", as detailed in section 19 of
the Share Purchase Agreement, have been satisfied such that the completion of
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the transactions contemplated by the Share Purchase Agreement can proceed
unconditionally;
(c) a total of $1,000,000 of the loan referred to in point 4 above has been
advanced to date; and
(d) a total of $1,000,000 of the $3,500,000, referred to in section 5.1(a)
of the Share Purchase Agreement, has been invested to date.
Accepting that the above actually details your understanding of our
agreement in this regard, could you please execute this letter where indicated
and return the same at your early convenience.
Yours truly,
eFinancial Depot.com, Inc.
Per: /s/ John Huguet
John Huguet
President
Acknowledged and Agreed to this 8th day of June, 2000
/s/ Alan Cohen
Alan Cohen
Winford Holdings Group Limited
Per: /s/ signed
Authorized Signatory
Trade-Fast, Inc.
Per: /s/ Alan Cohen
Authorized Signatory
