TRANSLATION FOR CONVENIENCE ONLY - NOT LEGALLY
BINDING
SECOND ADDENDUM TO THE
AGREEMENT
FOR SUPPLY OF SPRING
WATER
AND FIRST ADDENDUM TO THE
AGREEMENT FOR THE
MANUFACTURE OF SECURED
SPRING WATER ICE CUBES
AND BOTTLED
WATER
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WATER
BANK OF AMERICA INC. , corporation duly constituted pursuant to the
Canada Business Corporations Act, having its head office at 5 Place
Ville Marie, Suite 1108, Province of Quebec, H3B 2G2, herein
represented by Mr. José-Francisco Klujsza, duly authorized for
the purposes of these presents, as he so declares;
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Hereinafter
designated as “WBOA”
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EAU DE
SOURCE NATURELLE 83 PPM INC. , corporation legally constituted pursuant to
the Canada Business Corporations Act, having its head office at
12271, Route 11, Blanchard Village, Province of New Brunswick,
Canada, E8P 1R4, formerly known as 4287762
Canada Inc. herein represented by Mr. Bruno
St-Onge, duly authorized for the purposes of these presents, as he
so declares;
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Hereinafter
designated as “CANADA INC.”
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ANTIROUILLE MÉTROPOLITAIN CANADA
LTÉE, corporation duly constituted pursuant to the
Canada Business Corporations Act, having its principal place of
business at 3175 Thibeau Boulevard, Trois-Rivières, Province
of Quebec, herein represented by Mr. Bruno St-Onge, duly
authorized for the purposes of these presents, as he so
declares;
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Hereinafter
referred to as the
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ADDENUM TO THE AGREEMENT FOR SUPPLY OF SPRING
WATER
WHEREAS on February 11, 2006, the parties entered into
and concluded a contract entitled “Contract for the Supply of
Spring Water” (hereinafter designated the “
Contract ”) pursuant to which CANADA INC.
granted to certain water rights to WBOA;
WHEREAS the parties wish to modify the Contract in order
to replace the exclusivity provisions therein by a right of first
refusal, and to further cancel the cost stipulated in such Contract
for bottled water and the fabrication of secured spring water ice
cubes;
WHEREAS in consideration of the water rights mentioned
hereinabove, WBOA consented in favour of CANADA INC., the option to
subscribe to 6,000,000 Class “A” shares in its capital
stock, the whole for a period of five (5) years at a price of $0.25
per share (hereinafter designated the “
Options ”);
WHEREAS CANADA INC. assigned its options to the
INTERVENERS hereunder in the following proportions:
Gestion Bruno
St-Onge Inc.:
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WHEREAS the INTERVENERS acknowledge having been informed
of WBOA’s intention to enter into and conclude a reverse take
over transaction with Autostrade Motors Inc. an American
corporation whose securities are listed on the “Over the
Counter Bulletin Board” in the United States;
WHEREAS CANADA INC. and the INTERVENERS acknowledge that
in view of completing the aforementioned transaction, WBOA must
reduce the number of options to which it had consented in favour of
certain holders, in the aggregate of approximately 21,000,000
options, to 1,500,000 options of Autostrada Motors Inc. for a
period of three (3) years at a purchase price of $0.25
USD;
WHEREAS the parties hereby wish to amend the Contract in
order to reflect the following terms and conditions, and take into
account the reduction of options, the whole as more fully explained
hereinabove;
THE
PARTIES COVENANT AS FOLLOWS:
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1.1
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The preamble is
an integral part hereof as recited herein at length;
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AMENDMENTS TO ARTICLE 2 OF THE
CONTRACT
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The parties
hereby agree and covenant to amend Article 2.2 of the Contract as
follows:
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Subject to
CANADA INC. holding the infrastructures and the necessary
authorizations for the bulk sale of water, the cost of the water
rights shall be equivalent to the Canadian average for such product
together with any related fees due to regulatory norms which shall
then be applicable.
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The parties
agree and covenant to repeal Article 2.3 of the Contract and to
replace same by the following:
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2.3 Right of
First Refusal
Throughout the
term of the Contract, WBOA obliges itself, whether for bulk water
or for bottled water, to grant a right of first refusal in favour
of CANADA INC. on any purchase order (hereinafter designated the
“Purchase Order”) which it shall receive in writing, as
well as provide and divulge to CANADA INC., the price and the name
of the lowest bidder.
CANADA INC.
must, within the seven (7) days following the reception of the
Purchase Order, indicate in writing to WBOA, as the case may be,
its acceptance to produce and deliver (i.e.: if a Purchase Order
provides for a specific destination for delivery) to the
destination of such bottles of water according to the price and
specifications (i.e.: delivery dates, format, labelling, etc.) as
may be provided in the Purchase Order. In the event that CANADA
INC. accepts the Purchase Order, WBOA shall place such Purchase
Order with CANADA INC. (hereinafter designated the
“Response”). In the event that CANADA INC. fails to
provide WBOA with a Response within the aforementioned delay of
seven (7) days, WBOA shall be entitled to place an order with a
supplier of its choice.
The Purchase
Order and Response must be sent by registered mail, fax or
electronic mail to the coordinates to be determined between the
parties within thirty (30) days of the signature of these
presents.
The parties
acknowledge that the hereinabove mentioned right of first refusal
does not apply to bottled water in the 18 litre format as provided
by Eau de Source Vita (2000) Inc., the whole in conformity with the
Addendum previously entered into and concluded between the
parties.”
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The parties
hereby agree and covenant to repeal for all legal purposes, Article
2.5 of the Contract.
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AMENDMENT TO ARTICLE 3 OF THE
CONTRACT
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