VECTr SYSTEMS INC Watch

from SB-2/A 1 page A) on the Cover Page, Assign the Agreement to the Following Firm: Navitrak International Corporation (Nevada) 1190 Barrington Street, Suite 400 Halifax, Nova Scotia B3h 2r4 (Hereinafter “The Firm”) B) Under Article 1. of the Cover Page, Change the Termination Date of the Agreement to January 1, 2016. C) Under Article 5.0 of Basis of Payment and Repayment, Delete Section 5.1 in Its Entirety and Replace With the Following: By January 16, 2004, the Firm Shall Repay to the Nrc Five Thousand Dollars ($5,000). by January 1, 2006, the Firm Shall Repay to the Nrc Twenty Three Thousand, Nine Hundred and Ninety-Three Dollars ($23,993). Beginning on January 1, 2006, and at the Beginning of Every Quarter Thereafter Up to and Including January 1, 2016, the Firm Shall Repay to Nrc: One and One-Quarter Percent (1.25%) of the Firm’s Consolidated Gross Revenues for the Three Months Preceding the Repayment Date. Gross Revenues Are Defined as All Revenues, Receipts, Monies and Other Considerations of Whatever Nature Earned or Received by the Firm (Or Any of Its Subsidiaries), Whether in Cash, or by Way of Benefit, Advantage, or Concession, Without Deductions of Any Nature, Net of Any Returns or Discounts Actually Credited and Any Sales, Excise, Ad Valorem or Similar Taxes Paid but Without Deduction for Bad Debts or Doubtful Accounts, as Determined in Accordance With Generally Accepted Accounting Principles, Applied on a Consistent Basis. Canada if at Any Time During the Life of This Agreement, the Total Amount Repaid to Nrc Pursuant to This Article Should Equal or Exceeds the Nrc Contribution to the Firm Then the Firm Shall Cease to Have Any Further Obligation to Make Repayments to Nrc Pursuant to This Article

from SB-2 41 pages Navitrak Engineering Inc Acoa - Business Development Program Loan Feb 1, 1999 Wa 10/31/2005 Project No: 6004-60-30,916-1 Contract Date: February 1, 1999 Significant Terms/Conditions: Original Contract - February 1, 1999 1.0 Loan Amount Lesser of A) 75% of Qar Salary in First Year Estimated as $60,000; Plus 75% Eligible Isa Costs Estimated to Be $51,400; or B) $83,550 3.01 Repayment Due as 36 Consecutive Instalments of $2,320.83, Except Last Instalment Which Will Be Adjusted to Include All Sums Owing. 3.02 First Instalment Due and Payable on August 1, 2000, and Subsequent Instalments in One-Month Intervals. 3.04 Interest of Overdue Payments = Average Bank of Canada Discount Rate for Previous Month + 3%, Calculated Daily and Compounded Monthly Until Payment Is Received. 4.02- Project Commences April 30, 1999 and Must Be Completed Before April 30, 2000. 4.03 3.06 Overdue Payments Applied to Interest First, Then Repayment Instalments in Reverse Order of Maturity. 4.05 Repayment Due and Payable in Full if Manufacturing/Production Not Performed in Atlantic Canada. 5.02 Within 90 Days of the End of Each Fiscal Year in the Control Period, Must Provide a Copy of Independently Prepared Financial Statements. Annex 3 14 (B) Remedies of Default: (I) Stop Contributions to the Object; and/or (II) Require Part or All of the Contribution - 2