Exhibit 10.2 Amendment to Stock Purchase and Release Agreement
AMENDMENT TO STOCK PURCHASE AND RELEASE AGREEMENT
This Amendment to Stock Purchase and Release Agreement (the "Amendment")
between the undersigned seller and affiliated entities ("Seller") and purchaser
and affiliated entities ("Purchaser") (collectively, the "parties") is dated
October __, 2005.
WHEREAS, the parties previously entered into a Stock Purchase and Release
Agreement dated August 8, 2005 (the "Agreement") for the sale and purchase of
the majority of outstanding stock of Salt Lake Development Corporation, a Nevada
corporation and successor in interest to a Utah corporation of the same name
(both "SLDC").
WHEREAS, in consideration of moving forward with the closing under the
Agreement, the parties agree to add the following terms and conditions to the
Agreement:
1. The transfer and delivery of SLDC by Seller is pursuant to the agreement
and approval of Wichita Development Corporation, a subsidiary of Diversified
Financial Resources Corp. and majority shareholder of SLDC.
2. Purchaser hereby releases and forever discharges Wichita Development
Corporation and its affiliated entities from the Promissory Note dated June 30,
2003 in the amount of $150,000 between Wichita Development Corporation and
Diversified Holdings I, Inc., a Nevada corporation. This release includes all
accrued interest, penalties, security and related obligations under the Note.
3. SLDC is conveyed to Purchaser "as is" and with all liabilities known by
Purchaser.
4. The full and complete release of the $230,000 Promissory Note of
Diversified Financial Resources Corp. and BTA Mineral Servitude Corporation S.A.
de C.V. held by West Jordan Real Estate Holdings, Inc., a Utah corporation, and
its affiliates, as referenced in the Agreement, includes the release of all
principal, accrued interest, penalties, security and related obligations under
the Note.
The foregoing terms and conditions are in addition to those in the
Agreement. The remaining terms and conditions of the Agreement will remain the
same.
"Seller" "Purchaser"
Diversified Financial Resources Corp. Diversified Holdings I, Inc.
By:/s/Xxxxxx Xxxxxxxx By:/s/Xxxxxxx Xxxxxx
-------------------- ------------------
Name :Xxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx
---------------- ---------------
Title:_President Title: President
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Wichita Development Corp. West Jordan Real Estate Holdings
By:/s/Xxxxxx Xxxxxxxx By:/s/Xxxxxxx Xxxxxx
-------------------- ------------------
Name: Xxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx
---------------- ---------------
Title:_President Title: President
--------- ---------
BTA Mineral Servitude Corporation Xxxxxx Consulting Group, Inc.
S.A. de C.V.
By:/s/Xxxxxx Xxxxxxxx By:/s/Xxxxxxx Xxxxxx
-------------------- ------------------
Name :Xxxxxx Xxxxxxxx Name:Xxxxxxx Xxxxxx
---------------- ---------------
Title: President Title:President
--------- ---------
Salt Lake Development Corp. (UT) Diversified Holdings XIX, Inc.
By:/s/Xxxxxx Xxxxxxxx By:/s/Xxxxxx Xxxxxxxx
-------------------- -------------------
Name: Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx
---------------- ----------------
Title: President Title: President
--------- ---------
Salt Lake Development Corp. (NV)
By:/s/Xxxxxx Xxxxxxxx
--------------------
Name: Xxxxxx Xxxxxxxx
----------------
Title: President
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