TRITON GLOBAL BUSINESS SERVICES, INC.
x/x Xxxxx XxXxxxx
00 Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx X0X 0X0
November 4, 2002
BSD Software, Inc.
000 Xxxxx Xxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Gentlemen:
Triton Global Business Services, Inc. ("Triton"), BSD Software, Inc.
("BSD") and the principal shareholders (the "Shareholders") of Triton are
parties to an Agreement dated October 23, 2002 (the "Agreement") pursuant to
which the Shareholders agreed to exchange their shares of Triton common stock
for shares of BSD common stock on the terms and subject to the conditions set
forth in the Agreement.
Subsequent to the date of the Agreement, Triton offered to sell,
pursuant to exemptions from the registration provisions of federal, state and
Canadian securities laws, up to an additional 147,777 shares of common stock.
Such sales, and the issuance of such shares by Triton, will result in a total of
up to 897,777 shares of Triton common stock remaining outstanding after the
closing of the exchange of shares with the Shareholders. BSD will seek to
acquire these remaining shares as soon as practical following the closing of the
exchange of shares with the Shareholders and on the same terms. The Shareholders
have agreed to return to BSD for cancellation, on a pro rata basis, that number
of shares of BSD common stock as may be necessary such that when fully
exchanged, the total number of shares of BSD common stock outstanding shall
equal 32,593,600 shares plus any issuances of BSD common stock after the date
hereof, subject to the provisions of Section 6.2(d) of the Agreement.
November 4, 2002
Page 2
When signed by all the parties to the Agreement, this letter shall be
deemed as amending the first "Whereas" clause, Sections 1.1, 2.2, 2.6, 4.1 and
5.2 and Exhibit 1.1 of the Agreement, each as appropriate to reflect the
foregoing.
Very truly yours,
TRITON GLOBAL BUSINESS SERVICES, INC.
By: _________________________________
AGREED TO AND ACCEPTED:
BSD SOFTWARE, INC.
By: ____________________________
President
/s/ XXX XXXXX
--------------------------------
XXX XXXXX
TRANS RESEARCH INTERNATIONAL TRUST
By: ____________________________
Authorized Signatory
SUNTZU TRUST
By: ____________________________
Authorized Signatory
MERLEXIS TRUST
By: ____________________________
Authorized Signatory
