ndamendmentagreementtotheass.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing





SECOND AMENDMENT AGREEMENT TO THE ASSET PURCHASE AGREEMENT

	THIS AGREEMENT made the 6th day of June, 2008. 
	  
	BETWEEN: 
		Cybermesh International Corp., a Nevada corporation with a  	 
		registered office at #200-245 East Liberty Street Reno, Nevada, USA 	
		89501	
		 	
		 (herein called the "Acquirer") 	
			OF THE FIRST PART 
	                                                                                                                                                                                                                
	AND: 
		Cyber Mesh Systems Inc., a British Columbia Corporation, with offices  	 
		located at #302-3602 Gilmore Way, Burnaby, British Columbia, Canada  	 
		 	
	                                       	(herein called the "Company")  	 
			 OF THE SECOND PART 
	                                                                                                                                                                                                      
	AND: 
		Marc Santos, #305 8828 Hudson Street, Vancouver, British  	 
	 	Columbia, Canada, V6P 4N2 and David Holmes of #1008 – 1007 	 
	                                       	Cambie Street, Vancouver, British Columbia, Canada, V6B 3EA  	 
		 	
		(collectively, the "Principals") 	
			OF THE THIRD PART 
	



WHEREAS the Acquirer, the Company and the Principals entered into an Asset Purchase Agreement (the "Agreement") dated February 28, 2008;

AND WHEREAS the Acquirer, the Company and the Principals entered into an Amendment Agreement to the Agreement to extend the closing date of the Agreement to June 6, 2008;

AND WHEREAS the Acquirer, the Company and the Principals further wish to amend the Agreement to extend the closing date of the Agreement to June 30, 2008;

AND WHEREAS the parties desire to amend the Agreement in respect of the foregoing;

THEREFORE in consideration of the premises and mutual covenants and agreements herein contained, and for other good and valuable consideration, the parties hereto agree as follows:

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	1.     	All capitalized terms not otherwise defined herein shall have the meanings set out in the Agreement.
	 
	2.     	Section 1.11 of the Agreement, as amended, is amended by deleting the words “June 6, 2008” and inserting the words “June 30, 2008”.
	 
	3.     	The parties further agree that the intent and the wording of the Agreement be and is hereby amended for such additional changes as may be necessary or incidental in order to give effect to the foregoing agreement between the parties.
	 
	4.     	Except as hereby amended, the Agreement shall remain unamended and in full force and effect.
	 
	5.     	This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
	 
	6.     	This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada.
	 


IN WITNESS WHEREOF the parties have properly executed this Agreement as of the day and year first above written.

	CYBERMESH INTERNATIONAL CORP.	CYBER MESH SYSTEMS INC.
		 	 
	per:	 /s/ Dudley Delapengha                                                          	per:   /s/ Marc Santos                                                            
	 	Authorized Signatory	 Authorized Signatory



{WLMLAW W0003301.DOC}A/079890003/53984.1






	 	- 3 -	 
	 
	 
	SIGNED, SEALED AND DELIVERED	)	 
	by Marc Santos in the presence of:	)	 
	 	)	 
	/s/ Marc Santos                                                         	)	/s/ Marc Santos                                         
	Name	)	MARC SANTOS
	 	)	 
	                                                                                                                  	)	 
	Address	)	 
	 	)	 
	                                                                          	)	 
	Occupation	)	 
	SIGNED, SEALED AND DELIVERED	)	 
	by David Holmes in the presence of:	)	 
	 	)	 
	/s/ David Holmes                                                    	)	/s/ David Holmes                                                     
	Name	)	DAVID HOLMES
	 	)	 
	                                                                          	)	 
	Address	)	 
	 	)	 
	                                                                          	)	 
	Occupation	)	 



{WLMLAW W0003301.DOC}A/079890003/53984.1