REGISTRATION RIGHTS AMENDING AGREEMENT
made as of the ____ day of October, 2000
B E T W E E N:
VALUE HOLDINGS, INC.
a corporation incorporated under the laws
of the State of Florida
(hereinafter referred to as the VHI
OF THE FIRST PART
-and-
ROYCAP INC.
a corporation incorporated under the laws of the
Province of Ontario
(hereinafter referred to as the Roycap )
OF THE SECOND PART
WHEREAS in accordance with the terms and conditions contained in a
10% Convertible Debenture between VHI and Roycap dated August 11,
2000, (the Debenture ) Roycap did advance to VHI the sum of
$1,000,000. U.S. ; and
WHEREAS VHI and Roycap have agreed to amend certain terms
of the Debenture in the manner as hereinafter set out; and
WHEREAS, pursuant to and concurrent with the execution of
that Debenture the parties entered into a Registration Rights
Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in
consideration of the sum of Ten ($10.00) Dollars U.S. and for such
good and other valuable consideration (the receipt and sufficiency
of which is hereby acknowledged by the parties hereto), VHI and
Roycap covenant and agree with each other as follows:
1. Any word or phrase used herein which is defined in the
Registration Rights Agreement shall have the same meaning as
contained in the Registration Rights Agreement. The term Warrant
Agreement shall mean that certain Warrant Purchase Agreement
entered into on October 11, 2000. The term Registration Rights
Agreement shall mean that certain Registration Rights Agreement
entered into by the parties on or about 10 August 2000.
2. Pursuant to the Warrant Agreent, VHI issued to Roycap 5 million
Warrants to purchase 5 million shares of the common stock of VHI.
3. VHI shall register the shares underlying the Warrants in
accordance with the Registration Rights Agreement dated August 10,
2000. VHI may also register shares underlying a Convertible
Debenture issued to Capbanx Corp. on the same registration
statement.
4. VHI shall use its best efforts to file the registration
statement registering all the Registerable Securities contemplated
by the Registration Rights Agreement, as amended hereby and the
Warrant (as amended) by November 15, 2000. . In the event the
Registration Statement as contemplated hereby is not filed on or
before November 15, 2000 or in the event the Registration Statement
is not declared effective on or before February 15, 2001, then VHI
shall pay to Roycap $20,000 for each 30 day period (or portion
thereof) if the Registration Statement is not filed by November 15,
2000 or remains ineffective past Feburary 15, 2001. The above
penalty shall be prorated daily over any such 30 day period on the
basis of a 360 day year. The definition of "Registrable Securities"
as contained in te Registration Rightrs Agreement is hereby amended
amended to include the 5,000,000 (Five Million) shares of Common
Stock issuable on the exercise of the warrant .
5. This Amending Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective heirs,
successors and permitted assigns, as the case may be.
6. Save and except as amended hereby, the Registration Rights
Agreement remains in full force and effect.
IN WITNESS WHEREOF VHI and Roycap have executed this
Amending Agreement by affixing their corporate seals under the
hands of their respective officers duly authorized in that behalf,
this 11th day of October, 2000.
VALUE HOLDINGS, INC.
Per:
_________________________________
Authorized Signing Officer
I have authority to bind the Corporation
ROYCAP INC.
Per:
_________________________________
Authorized Signing Officer
I have authority to bind the Corporation
