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Exhibit 2.3
June 30, 1999
To the Parties Appearing on
The Signature Page hereto
RE: AGREEMENT BETWEEN REVENGE MARINE, INC. AND CONSOLIDATED YACHT
COMPANY, INC.
Gentlemen:
This letter constitutes an Agreement ("Agreement") between Revenge Marine, Inc.,
a Nevada Corporation ("Revenge") and Consolidated Yacht Company, Inc., a Florida
Corporation (Consolidated) concerning certain assets of Revenge to be purchased
by Consolidated. Reference is also made to certain shares of Revenge common
stock held by Xxx Xxxxxxxx ("Xxxxxxxx'x Shares").
Consolidated would like to purchase from Revenge certain assets of Revenge
further described on Exhibit A hereto (the "Assets"). As a material inducement
for Revenge to enter into this Agreement Consolidated and Xxx Xxxxxxxx agrees to
settle all outstanding claims against Revenge and its officers, directors,
employees and shareholders and for additional consideration, the sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. ASSET PURCHASE. Revenge agrees to sell and transfer the Assets and
all title and interest thereto, as is, where is, to Consolidated for
the cancellation of all indebtedness owed by Revenge to
Consolidated, including that certain promissory note, dated
September, 1998 and Xxxx of Sale Exhibit B hereto (the "Note").
2. OPTIONS. Consolidated Xxxxxxxx'x options to purchase 605,000 common
shares of Revenge shall become immediately vested as of the date
hereof. Exhibit C hereto (the "Option").
3. RECEIVABLE. Revenge agrees to assign all receivables designated as
Consolidated's back to Consolidated Exhibit D hereto ( the
"Receivables").
4. INVENTORY. Any shortfall in the inventory originally received by
Revenge will be exchanged for additional equipment as designated by
Consolidated Exhibit E hereto ( the "Inventory").
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5. MONIES advanced by Xxx Xxxxxxxx to Revenge. Revenge agrees to
transfer title to one Ford Van Exhibit F hereto ( the "Van"), in
exchange for monies advanced or owed to Xxx Xxxxxxxx and
Consolidated.
6. STOCK. Xxx Xxxxxxxx agrees to return back to Revenge all shares
issued under the Egret and Consolidated purchase agreement Exhibit G
hereto ( the "Shares") and to have them cancelled except for 400,000
shares.
7. LEASE'S. Consolidated agrees to assume the current defaulted lease
with Miami River Partners and Citicorp. Exhibit H hereto ( the
"Lease's") and have Revenge and Xxxxxxx X. Xxxxxxxx released from
any further obligations.
8. CHOICE OF LAW. This Agreement shall be governed by the laws of the
State of Nevada, without respect to its provisions on the conflicts
of laws.
9. COUNTERPARTS. This Agreement may be signed in counterparts, each of
which shall be deemed an original and all of which shall constitute
one instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and date
set forth above.
On behalf of Revenge Marine, Inc.
Revenge Marine, Inc.
a Nevada corporation
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Xxxxxxx X. Xxxxxxxx
President and CEO
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Xxxxxxx X. Xxxxxxxx
And Individual
On behalf of Consolidated Yacht Company, Inc.
Consolidated Yacht Company, Inc.
a Florida corporation
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Xxx Xxxxxxxx
President and CEO
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Xxx Xxxxxxxx
an Individual
