EX-10.2
DOWNMORR WATER CORPORATION
November 14, 1996
Mr. Xxxxx Xxxx
Puro Water Group, Inc., President
00-00 00xx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000-0000
Re: Purchase Agreement dated 8/26/94; Downmorr to Puro
Dear Xx. Xxxx:
This will confirm that Downmorr Water Corporation, Inc. (the "Company"),
hereby waivers any rights to convert debt into the right to receive common
stock ("Common Stock") of Puro Water Group, Inc., formerly known as Puro
Corporation of America ("Puro") to be issued in connection with the initial
public stock offering referred to in that certain agreement dated the 26th
day of August, 1994 by and among the Company, Xxxxx Xxxxxxx, Xxxx Xxxxxxx and
Puro (the "Agreement"). All other items of the Agreement shall remain in
force and effect.
In consideration of the foregoing, the Company hereby agrees to issue to
Xxxxx Xxxxxxx in payment and full satisfaction of such debt, 30,667 shares of
Common Stock of the Company's 1996 Stock Option Plan, said shares to be
valued at the value calculated pursuant to the terms of the Plan. In
addition, the Company further hereby agrees to issue to Xxxxx Xxxxxxx an
option under the 1996 Stock Option Plan for a number of shares equal to 1% of
the total outstanding stock, or 22,500 shares thereby satisfying the
Company's stock option obligations under the employment agreement by and
between Xxxx Xxxxxxx and Puro, dated August 26, 1994 and amended December 31,
1994.
In the event that the Options covering the 30,667 shares and the 22,500
shares are not issued to Xxxxx Xxxxxxx by within ninety (90) days of the
conclusion of the initial public offering, the entire amount (agreed to be
$184,000) of the original debt owed pursuant to the Purchase Agreement dated
August 26, 1994 shall become immediately due and payable in 36 monthly
installments and shall bear interest at the rate of prime per annum.
In the event the initial public offering is not concluded, this
Agreement shall be null and void and the terms of the August 26, 1994
Agreement shall remain in effect.
AGREED TO: /s/ Xxxxx Xxxxxxx
PURO WATER GROUP, INC. -------------------------
Xxxxx Xxxxxxx, individually and as
President of Downmorr Water
Corporation, Inc.
BY: /s/ Xxxx Xxxx
--------------------- /s/ Xxxx Xxxxxxx
Xxxx Xxxx -------------------------
Xxxx Xxxxxxx
