AMENDMENT
This Amendment (the "Amendment") is made this 26th day of August, 2004, by
and between Ten Stix, Inc., a Nevada Corporation, (hereinafter referred to as
the "Corporation"), and Xxxxxx X. Xxxxx (hereinafter referred to as "Xxxxx")
RECITALS
A. Whereas, on June 30, 2004, the Corporation executed a promissory note in
favor of Xxxxx in the principal amount of $15,000 to evidence the loan made by
Xxxxx to the Corporation. Pursuant to the terms of the promissory note, Xxxxx,
at his option could elect to convert the note into the 37,764,600 shares of
common stock which the Corporation was redeeming from Rapid Funding, LLC (in
satisfaction of the Stipulation entered into between the Corporation and Rapid
Funding), and such additional shares of common stock based on the outstanding
shares as of the date of the next annual meeting of shareholders, which was held
on August 5, 2004, so that Xxxxx would be the holder of 51% of the outstanding
common stock of the Corporation.
B. Whereas, also on June 30, 2004, the Corporation the Xxxxx entered into a
Management Severance Agreement which provided also provided that Xxxxx, at his
option could elect to convert the $15,000 note into the 37,764,600 shares of
common stock which the Corporation was redeeming from Rapid Funding, LLC (in
satisfaction of the Stipulation entered into between the Corporation and Rapid
Funding), and such additional shares of common stock based on the outstanding
shares as of the date of the next annual meeting of shareholders, which was held
on August 5, 2004, so that Xxxxx would be the holder of 51% of the outstanding
common stock of the Corporation. This agreement also provided that following the
annual meeting of shareholders, Xxxxx may convert the shares of common stock
received in satisfaction of the note for 2,500,000 shares of Series B Preferred
Stock.
C. Whereas, on August 23, 2004, Xxxxx notified the Corporation of his
election to convert the note to common stock pursuant to the terms of the note
and the Management Severance Agreement and then convert the common stock
pursuant to the Management Severance Agreement to 2,500,000 shares of Series B
Preferred Stock.
D. Whereas, as a matter of administrative and cost efficiency, the
Corporation and Xxxxx desire to amend the note to reflect that the note is
convertible directly into 2,500,000 shares of Series B Preferred Stock.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Corporation and
Xxxxx hereby agree as follows:
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AGREEMENTS
1. Amendment to Promissory Note. That certain Promissory Note dated June
30, 2004 between the Corporation and Xxxxx is hereby amended to reflect that
Xxxxx, at his option may convert the $15,000 note into 2,500,000 shares of
Series B Preferred Stock.
2. Amendment to Management Severance Agreement. That certain Management
Severance Agreement dated June 30, 2004 between the Corporation and Xxxxx is
hereby amended to reflect that Xxxxx, at his option may convert the $15,000 note
into 2,500,000 shares of Series B Preferred Stock.
3. All other terms and conditions of the Agreement shall remain in full
force and effect.
4. Entire Agreement; Exhibits. This document and its Exhibits contain the
entire agreement between the parties relating to the subject matter contained in
this Agreement. All prior or contemporaneous agreements, representations or
warranties, written or oral, between the parties are superseded by this
Agreement. This Agreement may not be modified except by written document signed
by an authorized representative of each party. In the event that any part of
this Agreement is found to be unenforceable, the remainder shall continue in
effect, to the extent consistent with the intent of the parties as of the
effective date of this Agreement.
5. No Oral Change. This Agreement and any provision hereof may not be
waived, changed, modified or discharged orally, but only by an agreement in
writing signed by the party against whom enforcement of any such waiver, change,
modification or discharge is sought.
6. Non-Waiver. The failure of any party to insist in any one or more cases
upon the performance of any of the provisions, covenants or conditions of this
Agreement or to exercise any option herein contained shall not be construed as a
waiver or relinquishment for the future of any such provisions, covenants or
conditions. No waiver by any party of one breach by another party shall be
construed as a waiver with respect to any subsequent breach.
7. Choice of Law. This Agreement and its application shall be governed by
the laws of the State of California.
8. Counterparts and/or Facsimile Signature.This Agreement may be executed
in any number of counterparts, including counterparts transmitted by telecopier
or FAX, any one of which shall constitute an original of this Agreement. When
counterparts of facsimile copies have been executed by all parties, they shall
have the same effect as if the signatures to each counterpart or copy were upon
the same document and copies of such documents shall be deemed valid as
originals. The parties agree that all such signatures may be transferred to a
single document upon the request of any party.
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9. Binding Effect.This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives, successors and assigns of each of
the parties to this Agreement.
AGREED AND ACCEPTED as of the date first above written.
Ten Stix, Inc.
A Nevada Corporation
/S/ Xxxxxx X. Xxxxxx /S/ Xxxx X. Xxxxxxxx
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By: Xxxxxx X. Xxxxxx By: Xxxx X. Xxxxxxxx
Its: President Its: Secretary
/S/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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