2nd AMENDMENT TO ASSET PURCHASE AGREEMENT
2nd
AMENDMENT TO
Amendment
(“Amendment”) dated June 22, 2006 by and between CYOP Systems International,
Inc. (“Purchaser”), a Nevada corporation with a principal address of ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, FutureBet Systems, Inc., properly
known as FB Systems, Inc. (“Seller”), a Nevis corporation with a registered
address of ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and FB
Software, Ltd. (“Owner”) a Nevis corporation with a registered address of ▇▇ ▇▇▇
▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ Indies, to Asset Purchase Agreement
(“APA”) by and between Purchaser and Seller dated November 16,
2005.
Whereas,
Purchaser and Seller entered into the APA in order for Purchaser to acquire
the
Software Code of Future Bet Systems, version 2.4 (“Asset”); and
Due
to a
mistake in the name, Seller does not have the right to sell the Asset, as Seller
is neither the owner nor a licensee thereof; and
Whereas,
FB Software, Ltd. (“Owner”), pursuant to an Amendment to Asset Purchase
Agreement dated May 9, 2006 by and between the Purchase, Seller and Owner,
succeeded to all rights and obligations under the APA; and
Notwithstanding,
Purchaser desires to complete the purchase of the Asset, on the terms and
conditions expressed in the APA, with the following modifications:
| 1. |
Owner
states that there is no default by Purchaser as of the current date,
in
accordance with the terms of the APA and of this
Amendment;
|
| 2. |
The
payment of USD $255,000 as indicated in Exhibit B of the APA as being
due
on March 31, 2006, shall be made on or before August 7, 2006 or upon
a
declaration of effectiveness from the Securities and Exchange Commission
of the Purchaser’s registration statement on Form SB-2 (“Closing Payment”)
whichever is earlier;
|
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| 3. |
Purchaser
agrees to instruct Cornell Capital Partners, LP to make as a priority
the
Closing Payment directly to the Owner as the Owner shall indicate
in
writing;
|
| 4. |
Owner
agrees that Purchaser shall be allowed to immediately release the
software
associated with the FutureBet System (as defined in the APA) in its
current state;
|
| 5. |
Purchaser
agrees to make all suggested graphic changes to such released software
within 120 days from the date of this Agreement;
and
|
| 6. |
The
APA is in all other respects ratified and
confirmed.
|
Signed
on
the date first above written. Facsimile signatures shall be enforceable and
admissible in evidence as would original ink signatures.
PURCHASER
CYOP
Systems International, Inc., by
_________________________
Name:
Title:
OWNER
FB
Software, Ltd., by
_________________________
Name:
Title:
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