EXHIBIT 10.70
AMENDMENT TO STOCK PLEDGE AGREEMENT
AMENDMENT TO STOCK PLEDGE AGREEMENT, dated as of September 27, 2000,
between WORLDWIDE WEB NETWORX CORPORATION, a Delaware corporation ("Pledgor"),
and XXXXX VENTURES-FUND I, INC., a Delaware corporation ("Lender").
W I T N E S S E T H:
WHEREAS, on or about August 22, 2000, Lender made a loan to Pledgor in the
original principal amount of $3,600,000 (the "Loan"), evidenced by a Convertible
Promissory Note (the "Note"); and
WHEREAS, in connection with the making of the Loan and as security for the
repayment of the Loan, Pledgor executed and delivered to Lender a Stock Pledge
Agreement, dated August 22, 2000 (the "August 22, 2000 Stock Pledge Agreement"),
whereby Pledgor granted a security interest to Lender in the securities
described on Schedule I attached thereto; and
WHEREAS, pursuant to the August 22, 2000 Stock Pledge Agreement, Pledge
granted Lender a security interest in, INTER ALIA, the 80 shares of the common
capital stock of Real Quest, Inc. ("RQ"), owned by Pledgor (the "RQ Shares");
and
WHEREAS, Pledgor has agreed to exchange 79 of the 80 RQ Shares owned by
Pledgor for 600,719 shares of the common capital stock of New America Network,
Inc., a Delaware corporation ("NAI"), representing 4% of the issued and
outstanding capital stock of NAI (the "NAI Shares"); and
WHEREAS, Pledgor has agreed to pledge the NAI Shares to Lender and to
grant Lender a first priority security interest therein as collateral for the
Loan, in place of the 79 RQ Shares that are being exchanged by Pledgor for the
NAI Shares; and
WHEREAS, Lender has agreed to permit Pledgor to substitute the NAI Shares
for the 79 RQ Shares that are being exchanged by Pledgor for the NAI Shares and
to release the 79 RQ Shares from the August 22, 2000 Stock Pledge Agreement and
terminate the security interest in such shares granted by to Lender pursuant to
the August 22, 2000 Stock Pledge Agreement.
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, it is agreed as follows:
1. Lender hereby releases the 79 RQ Shares from the August 22, 2000
Stock Pledge Agreement and terminates the security interest in such shares that
was granted by Pledgor to Lender pursuant to the August 22, 2000 Stock Pledge
Agreement.
2. Concurrently with the execution of this Agreement, Pledgor has
executed and delivered to Lender a Stock Pledge Agreement, in the form attached
hereto as Exhibit "A" (the "September 27, 2000 Stock Pledge Agreement"),
whereby, INTER ALIA, Pledgor pledged the NAI Shares to Lender as collateral for
the Loan, in place of the 79 RQ Shares being exchanged by Pledgor for the NAI
Shares, and granted Lender a first priority security interest in the NAI Shares.
3. Upon the execution of this Agreement and its receipt of the
September 27, 2000 Stock Pledge Agreement, Lender will return to Pledgor the
stock certificate evidencing Pledgor's ownership of the 80 RQ Shares. Upon
Pledgor's receipt of stock certificates evidencing Pledgor's ownership of the
NAI Shares and the 1 RQ Share being retained by Pledgor, Pledgor will promptly
deliver such certificates to Lender pursuant to the provisions of the August 22,
2000 Stock Pledge Agreement and the September 27, 2000 Stock Pledge Agreement,
respectively.
4. Except as amended hereby, the August 22, 2000 Stock Pledge Agreement
shall remain in full force and effect.
5. This Agreement may be executed in any number of counterparts, which
shall, collectively and separately, constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Stock
Pledge Agreement to be duly executed as of the date first written above.
WORLDWIDE WEB NETWORX CORPORATION
As Pledgor
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
XXXXX VENTURES-FUND I, INC.
As Lender
By: /s/
-----------------------------------------
Name:
Title:
2
