Exhibit 10.14
FIRST AMENDMENT TO TRANSFER AGREEMENT
This First Amendment to Transfer Agreement (the "Amendment") is entered
into as of April 3, 2001, by and among XxxxxxxXxxxxx.xxx, Inc., a Delaware
corporation ("GMC"), and Gourmet Productions, Inc., a California corporation,
doing business as XxxxxxxXxxxxxx.xxx ("VG") and Xxxxxxx Xxxxxxx Company, a
Georgia corporation ("RCC"), and hereby amends and modifies that certain
Transfer Agreement dated as of March 23, 2001 ("Transfer Agreement") as follows:
1. Section 1.3(b) of the Transfer Agreement is hereby amended and
modified to read as follows:
(b) On or before July 3, 2001, VG shall deliver to GMC shares
of VG's common stock (the "VG Shares") represented by a single
stock certificate and equal to twenty percent of the shares
outstanding of VG at the time of delivery.
2. Section 1.8 of the Transfer Agreement is hereby amended and modified
to read as follows:
1.8 CLOSING. The Closing for the sale of the Purchased Assets
(the "Closing") will be held at the offices of Xxxxxxx Xxxxxxx
Company, 0000 Xxxxxx Xxxx., Xxxxx 000, Xxxx Xxxxxxxxx,
Xxxxxxxxxx, 00000, at 2:00 p.m. on April 10, 2001, or such
other place or date as the parties hereto mutually agree to
(the "Closing Date").
3. Section 1.9(b) of the Transfer Agreement is hereby amended and
modified to read as follows:
(b) VG AND RCC DELIVERIES. At the Closing, VG will deliver to
GMC:
(i) the original $75,000 Note and the $25,000
Note marked as paid;
(ii) the certificate described in SECTION 6.1;
and
4. Section 3.2 of the Transfer Agreement is hereby amended and modified
to read as follows:
3.2 AUTHORIZATION AND ENFORCEABILITY OF AGREEMENTS. As of the
Closing, VG will have all requisite corporate power and
authority to enter into this Agreement and to perform its
obligations hereunder. At the Closing, this Agreement will be
duly and validly authorized by and approved by all requisite
corporate action (including stockholder approval) on the part
of VG. This Agreement has been duly executed and delivered by
VG and constitutes the legal, valid, and binding obligation of
VG enforceable in accordance with its terms. No further
approvals or consents by, or filings with, any federal, state,
municipal, foreign or other court or governmental or
administrative body, agency, or other third party is required
in connection with the execution and delivery by VG of this
Agreement, or the consummation by VG of the transactions
contemplated hereby including the issuance of the VG Shares.
3. Section 5.4 of the Transfer Agreement is hereby amended and modified
to read as follows:
5.4 DELIVERY OF DOCUMENTS. The documents described in
Section 1.9(a) hereof shall have been delivered to VG
in a form reasonably acceptable to VG.
4. Except as expressly set forth herein, all other terms and conditions
of the Transfer Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
"VG" Gourmet Productions, Inc.
a California corporation
By:
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Name:
Title:
"GMC" XxxxxxxXxxxxx.xxx,
a Delaware corporation
By:
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Name:
Title:
"RCC" Xxxxxxx Xxxxxxx Company,
a Georgia corporation
By:
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Name:
Title:
