ADDENDUM TO AGREEMENT FOR CLARIFICATION OF MATERIAL TERMS DATED JANUARY 3, 2008 BETWEEN HOMELIFE, INC., AGDAS FINANCIAL HOLDING, INC. AND MONEYLOGIX, INC.
ADDENDUM
TO
AGREEMENT
FOR
CLARIFICATION
OF
MATERIAL
TERMS
DATED
JANUARY
3, 2008
BETWEEN HOMELIFE,
INC.,
AGDAS
FINANCIAL
HOLDING,
INC.
AND
MONEYLOGIX,
INC.
THIS
ADDENDUM TO THE AGREEMENT AND PLAN OF MERGER (the “Addendum”)
is
made effective this 3rd
day
of
January, 2008 (the “Effective Date”), by and among Homelife,
Inc.
(“Homelife”
or
the
“Company”),
Agdas
Financial Holding, Inc. (“Agdas”)
and
Moneylogix, Inc.,
a
Delaware company (“Moneylogix”).1
RECITALS
WHEREAS
the
Company, Agdas, and Xxxx Xxxxxxxxx entered into an Agreement and Plan of Merger
(the “Agreement”)
dated
October 23, 2007 wherein the Company agreed to transfer 100,000,000 shares
of
the outstanding common stock of the Company after the execution of a 1-for-22
reverse stock split;
WHEREAS
pursuant
to the
terms of the Agreement, the Company submitted all documents requested by Xxxx
Xxxxxxxxx on behalf of Agdas Financial Holding, Inc., to complete a due
diligence report on the Company as a condition to closing and Xxxx Xxxxxxxxx
subsequently waived due diligence as a condition to closing on November 14,
2007
(the “Due
Diligence Requirement”);
WHEREAS
pursuant
to the terms of the Agreement, Xxxx Xxxxxxxxx has transferred the initial
deposit of $100,000 to the Company and upon waiving the Due Diligence
Requirement the initial deposit of $100,000 became non-refundable;
WHEREAS
pursuant
to the terms of the Agreement, Xxxx Xxxxxxxxx has transferred the non-refundable
sum of $150,000 to the Company as the balance of the Cash Consideration under
the Agreement;
WHEREAS
the
parties have agreed to replace Agdas Financial Holding, Inc. with Moneylogix,
Inc., a company in which Xxxx Xxxxxxxxx has majority control and the authority
to bind under the terms of this Addendum, as the company who shall receive
control of Homelife upon closing of the Agreement. Accordingly, the Agreement
shall be modified such that any and all reference made to Agdas Financial
Holding, Inc. shall be deleted and replaced in its entirety by Moneylogix,
Inc.
WHEREAS
the
parties have agreed that in each instance where the Agreement makes reference
to
a merger or a merger agreement it shall be understood to acquisition as defined
in Section 3.1 defined below in this Addendum.
WHEREAS
the
parties wish to amend certain terms of the Agreement;
1 All capitalized terms not otherwise defined in this Addendum shall have the meaning ascribed to them in the Agreement.
Addendum
Dated January 3, 2008
NOW
THEREFORE,
for
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties identified below hereby agree as follows:
1. |
The
parties have agreed that the Agreement should be structured as
a Share
Exchange Agreement. Accordingly, Article
III Sections
3.1,
of the Agreement is deleted in its entirety and the following is
substituted in lieu of:
|
“
Article
III
The
Acquisition
3.1 The
Acquisition.
Upon
the terms and subject to the conditions hereof, at the Closing the parties
shall
do the following:
(a)
In
exchange for all of the outstanding shares of Moneylogix, Homelife will issue,
and deliver to Moneylogix or any other designated entities, stock certificates
representing 80,000,000 shares of Homelife common stock, which shall constitute
98.70% of the issued and outstanding shares of Homelife. ”
2. |
The
parties have agreed to amend and extend the automatic termination
date in
the Agreement to January 30th
2008.
|
3. |
The
parties have agreed to delete Section
1.5
in
the Agreement and replace it with the
following:
|
“
Section
1.5 Litigation
and Proceedings.
Litigation.
HMLF’s
subsidiary HomeLife Realty Services, Inc., a Delaware corporation (“HRS”) is a
party to a lawsuit against HomeLife Communities Group, a company based in
Atlanta Georgia regarding the alleged infringement by HomeLife Communities
and
its unauthorized use of the “HomeLife” word xxxx and other intellectual
properties owned by HRS (Case Number 1:06-CV-1607-CC). HomeLife
Communities denies the alleged infringement and has asserted a number of
affirmative defenses that include fraud that was allegedly committed on the
United States Patent & Trademark Office by HRS and HomeLife Securities, a
Canadian corporation, regarding ownership of the marks and use in
commerce. HRS denies the allegations. HRS is currently seeking a
preliminary injunction and summary judgment against HomeLife
Communities.
Funding for this lawsuit has been provided by Cimerman and his entities, and
Cimerman assumes responsibility to continue to fund this lawsuit. This
litigation is ongoing and the outcome is unknown at present time. Should the
litigation result in a favorable outcome, the proceeds from any judgment,
settlement or determination will be awarded to Cimerman. Also, should any
damages be awarded to the opposing party, Cimerman shall assume all
responsibility for payment in connection with any such damages.
HMLF is not a party to the lawsuit. Its subsidiary HRS is not in default with
respect to any judgment, order, writ, injunction, decree, award, rule or
regulation of any court, arbitrator or government agency or instrumentality
or
of any circumstances which, after reasonable investigation, would result in
the
discovery of such a default.”
Addendum
Dated January 3, 2008
4. |
Notwithstanding
any and all of the terms of this addendum the terms conditions and
articles of the Agreement remain in full force and effect and shall
be
enforced pursuant to the specific terms of the
agreement.
|
In
witness whereof,
each of
the Company and Moneylogix has caused this Addendum to the Agreement to be
executed and delivered as of this 3rd
day of
January, 2008.
ACCEPTED
AND AGREED TO BY:
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||
COMPANY:
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MONEYLOGIX,
INC:
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HOMELIFE,
INC.
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||
By:
/s/ Xxxxx May
Xxxxx
May, Director
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By:
/s/ Xxxx Xxxxxxxxx
Xxxx
Xxxxxxxxx, President
|
|
By:
/s/ Xxxxx X. Xxxxx
Xxxxx
X. Xxxxx, Ph.D., Director
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AGDAS
FINANCIAL HOLDING, INC.
|
|
By:
/s/ X. Xxxxxx Farrill
X.
Xxxxxx Xxxxxxx, Director
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By:
/s/ Xxxx Xxxxxxxxx
Xxxx
Xxxxxxxxx
|
|
By:
/s/ Xxxxxxx Xxxxxxx
Xxxxxxx
Xxxxxxx, Director
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