EXHIBIT 10.2
XXXXXX INVESTMENTS, LLC 0000000000 p. 1
Oct 25 07 03:41p
MODIFICATION AND WAIVER AGREEMENT
This Modification Agreement ("Agreement") dated as of October 25, 2007 is
entered into by and among Dynamic Leisure Corporation, a Minnesota corporation
(the "Company") and Xxxxxx Investments, LLC ("Xxxxxx").
WHEREAS, the Company issued to Xxxxxx a promissory note dated May 1, 2007 in the
principal amount of up to $300,000 (the "Note") convertible into Common Stock of
the Company;
WHEREAS, the Company and Xxxxxx desire to amend the terms of the Note on the
terms set forth herein; NOW THEREFORE, in consideration of the .mutual covenants
and other agreements contained in this Agreement, the Company and Xxxxxx hereby
agree as follows:
1. All the capitalized terms employed herein shall have the meanings
attributed to them in the Note.
2. The Note is amended as follows:
(a) The Maturity Date of the Note is hereby extended to
December 1, 2007.
(b) Interest shall accrue and be payable on any conversion
date or the Maturity Date.
3. Xxxxxx waives its right to exercise any of the remedies and rights
available to them for Events of Default existing as of the date hereof and the
payment of liquidated or other damages related thereto.
4. In consideration for the foregoing, the Company agrees to issue to
Xxxxxx an aggregate of 150,000 shares of the Company's restricted common stock
which is to be issued within seven business days of the signing of this
Agreement.
5. All other terms and conditions of the Note, including the accrual of
regular interest shall remain in full force and effect and payable.
6. This Agreement may be executed in two or more counterparts, all of
which when taken together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to any other party, it being understood that all parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were an original
thereof.
7. Each of the undersigned states that he has read the foregoing
Agreement and understands and agrees to it.
XXXXXX INVESTMENTS, LLC DYNAMIC LEISURE CORPORATION
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
Its: Managing Member Its: Chairman & CEO
