THIS AGREEMENT made as of the 1st day of May, 1999,
- and -
PRIVATE LABEL BRANDS CANADA INC., a corporation incorporated under the laws of the Province of
I. Pursuant to a Share Purchase Agreement dated the 1st day of January, 1998, Downey sold to PL Brands all of
the issued and outstanding shares (the "Shares") in the capital of Gandalf Graphics Limited ("Gandalf") for
$400,000.00 and accepted a promissory note for that amount on account of the purchase price (the "Note"). A
copy of the Note is attached as Schedule "A".
II. The Note provides that PL Brands shall pay to Downey on January 1, 2000 the principal amount of the Note
with interest calculated beginning January 1, 1998 at an annual rate of interest equal to the prime rate from time to
time of the Canadian Imperial Bank of Commerce plus 1%, compounded monthly.
III. Gandalf, on behalf of PL Brands, has paid to Downey all interest that has accrued to date with respect to the
IV. PL Brands acknowledges that it has not and shall not be able to re-pay the principal amount of the Note and
any accrued and unpaid interest to Downey on January 1, 2000. As both PL Brands and Downey wish to
resolve any controversy that would result from the inability of PL Brands to pay, Downey wishes to return the
Note to PL Brands in exchange for the return of the Shares.
NOW FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are
acknowledged, the parties agree as follows:
1. Recitals - The recitals are confirmed.
2. Definitions - "Closing" means the completion of the transaction contemplated by this Agreement.
AGREEMENT Page 2
3. Headings -- The division of this Agreement into sections and the insertion of headings are for the convenience
of reference only and shall not affect the construction or interpretation of this Agreement.
4. Effective Date -- Downey and PL Brands agree that the effective date of this tran