Exhibit 10.1
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Amendment to Stock Purchase Agreement
This Amendment to Stock Purchase Agreement ("Amendment") is dated as of
this 20th day of June, 2002, and amends that certain Stock Purchase Agreement
(the "Original Agreement") dated as of May 29, 2001, by and between Network
Investors, Inc., renamed Category 5 Technologies, Inc. (the "Company"), ePenzio,
Inc. and the shareholders of ePenzio, Inc. (collectively, the "Parties").
Recitals
Whereas, the Parties entered into the Original Agreement to provide for
the acquisition of ePenzio by the Company;
Whereas, the parties desire to clarify certain tax and purchase price
provisions in the Original Agreement;
Whereas, the Parties desire to set forth such clarifications herein;
Agreement
Now therefore, the Parties agree as follows:
1. The Company shall be responsible for, and shall pay, the income
tax associated with $5,007,005 of ePenzio receivables the Company
recorded on the Company's balance sheet and income statement in
connection with its acquisition of the ePenzio, and $1,200,000
associated with the conversion by ePenzio from the cash to accrual
method of accounting at the time of the acquisition, which is
estimated to be approximately $1,100,000.
2. The Shareholders shall, upon the execution hereof, return to the
Company, as a purchase price adjustment, an aggregate of 1 million
shares, as set forth below:
Xxxx Xxxxxxxx 500,000 shares
Xxxx Xxxxxxxx 500,000 shares
3. All other terms of the Original Agreement shall remain in full
force and effect.
4. The Parties each agree to not take any position on their tax
returns inconsistent with the foregoing.
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5. This Amendment shall be governed by the laws of the State of Utah.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
Category 5 Technologies, Inc.
a Nevada corporation
By:
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Its:
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Shareholders:
__________________________________
Xxxx Xxxxxxxx
__________________________________
Xxxx Xxxxxxxx
ePenzio, Inc.
a Utah corporation
By:
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Its:
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