ADDENDUM TO PURCHASE AGREEMENT
This addendum agreement was entered into on December 30, 1999, between
WHY USA North America, Inc., a corporation organized and existing under the
laws of Wisconsin, with its principal place or business at ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, referred to as seller-corporation,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ of
Menomonie, ▇▇▇▇ County and ▇▇▇▇▇ 0. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ of New Auburn,
Chippewa County, Wisconsin, referred to as seller-shareholders, and Northwest
Financial Group, Inc., a corporation organized and existing under the laws of
Minnesota, with its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, referred to as buyer.
WHEREAS, the above named parties entered into a Purchase Agreement on
September 24, 1999 whereby Seller-shareholders agreed to sell all of the
outstanding shares of capital stock of Seller-corporation to buyer; and
WHEREAS, the parties have agreed to modifications to such agreement, and
intend to herein state such modifications.
NOW THEREFORE, in consideration of the mutual covenants contained in this
agreement and other good and valuable consideration, it is agreed that the
September 24, 1999 Purchase Agreement is amended and modified as follows:
1. MANNER OF PAYMENT. Six Hundred Seventy-six Thousand Four Hundred
Dollars ($676,400.00) of the Two Million Twenty-Six Thousand Four Hundred
Dollar ($2,026,400.00) purchase price shall be paid on or before closing, and
the balance of One Million Three Hundred Fifty Thousand Dollars
($1,350,000.00) shall be paid pursuant to two promissory notes on the terms
and in the form as shown on Exhibit A and B which are attached hereto.
2. SECURITY. The promissory note attached as Exhibit A shall be
secured by a real estate mortgage on the terms and in the form as shown on
Exhibit C which is attached hereto. The promissory note attached as Exhibit B
shall be secured with One Million (1,000,000) shares of common stock of WHY
USA Financial Group, Inc., which stock shall be assigned to Seller-
shareholders for collateral purposes and held by Seller-shareholders pending
payment in full of the promissory note.
3. PURCHASE OF ADDED STOCK. Sellers shall have the right for a
period of one year after execution of this agreement, to purchase an
additional 650,000 shares of WHY USA Financial Group, Inc. common stock at a
purchase price of One Dollar ($1.00) per share.
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4. ADDED SALES REPRESENTAT IVES. Buyer acknowledges that at
Buyer's request, Seller-Corporation hired two additional sales
representatives, namely ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ Van Zandt, and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇.
Buyer hereby agrees to pay to Seller-shareholders the costs incurred in
interviewing said employees and the ongoing employment expenses of said
employees. In addition, Buyer will pay all recruitment fees due ▇▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ for recruiting said employees.
5. DUE DILIGENCE. Buyer acknowledges receipt of all requested
records, reports and other information regarding the Seller-corporation, and
based on such information Buyer is satisfied that a fidl and complete
disclosure has been made of the Seller-corporation and its financial affairs.
Buyer does specifically acknowledge that the number of WHY USA real estate
offices serviced by Seller-corporation numbers approximately sixty (60).
6. BUYERS WARRANTEES. Buyer represents and warrants as follows:
(A). It holds clear fee simple title to the parcels of real
estate as described in the mortgage attached as Exhibit C;
(B). The sole debt applicable to the above real property is owed
to Liberty State Bank as more fully set forth in a title
insurance policy which is marked Exhibit D and attached
hereto;
(C). Such title insurance policy correctly sets forth the nature
of Buyer's interest in such property;
(D). The appraisal which is marked Exhibit E and attached hereto
is a correct and accurate statement of the value of the two
parcels of real estate which is part collateral for the payment
of the purchase price;
(E). Buyer's equity in the real estate subject to the mortgage is
approximately $703,000.00,
(F). Buyer holds free and clear title to 1,000,000 shares
of common stock of WHY USA Financial Group, Inc., and that Seller
shareholder's shall have the first lien thereon pursuant to the
terms of this Addendum Agreement;
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(G). Buyers will not allow any dilution of the value of the
common stock of WHY USA Financial Group, Inc. to occur during
the term of this agreement and/or until the $850,000.00
promissory note is paid in full. It is understood that at the
time of execution of this agreement thirty million (30,000,000)
shares of such corporation have been issued
7. The parties agree that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ may at any time make a bid of
$1.00 per share to Seller-Shareholder which will satisfy the provision of the
$850,000 note regarding four consecutive weeks of $ 1.00 bid necessary for
note forgiveness. Seller Shareholders shall thereafter have ten days to accept
such bid. In the event the bid is not accepted the note shall be forgiven
pursuant to the terns of such note.
All other terms of the September 24, 1999 Purchase Agreement shall remain
in full force and effect, except that the parties acknowledge that Northwest
Financial Group, Ltd has assigned its Buyers interest in said Purchase
Agreement to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
In witness whereof, the parties have executed this addendum agreement at
Menomonie, Wisconsin, on the date first above written.
Dated this 30th day of December 1999.
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
WHY USA North America, Inc. Seller-shareholder, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: ▇▇▇▇▇ 0. ▇▇▇▇▇▇
President
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Seller-shareholder, ▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Assignment of Purchase Agreement
Northwest Financial Group, Inc. hereby conveys and assigns its interest
in that Purchase Agreement with WHY USA North America, Inc. and their
shareholders for the sale of 100% of the common stock of WHY USA of North
America, Inc. to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
Dated: December 30, 1999 NORTHWEST FINANCIAL GROUP, INC.
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇▇▇, President