Exhibit 10.14(b)
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AMENDMENT TO AGREEMENT
This Amendment to Agreement (the "Agreement") is made this 12th day of
April 1999, by and between American Fire Retardant Corp., a Nevada Corporation,
(hereinafter referred to as the "Corporation"), and Xxxxxxx Xxxxxxxxx
(hereinafter referred to as "Xxxxxxxxx")
RECITALS
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A. Whereas, on March 31, 1999, AFRC Wyoming, the predeceasor of The
Corporation and Xxxxxxxxx entered into the Agreement, a copy of which is
attached hereto as Exhibit 1 and incorporated herein by reference.
B. Whereas, the Corporation and Xxxxxxxxx now desire to amend and modify
the Agreement to reflect the correction and change of certain terms of the
Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Corporation and
Xxxxxxxxx hereby agree as follows:
AGREEMENTS
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1. Amendment to Agreement Recitals. Recitals D (i) and (ii), of the
Agreement is hereby amended and modified to read as follows:
D. Whereas, the Corporation and Xxxxxxxxx desire to:
(i) Converted $34,411.45 of debt into 49,159 shares of post
reverse split restricted Common Stock of the Corporation at the
rate of $0.70 per share, with no fractional shares being issued;
(ii) Provide for the payment of the balance of $43,134.34 at the
rate of 6.0% interest at $2,500 per month for 18 months
commencing on May 1, 1999.
2. Amendment to Agreement. Paragraphs 2, 3 and 4, of the Agreement is
hereby amended and modified to read as follows:
2. By execution of this Agreement, Xxxxxxxxx hereby agrees to the
conversion $34,411.45 of said debt into 49,159 shares of
restricted Common Stock of the Corporation at the rate of $0.70
per share. That the Corporation is authorized to convert said
debt on the books and records of the Corporation and issue a
certificate for 49,159 shares of restricted common stock to:
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Xxxxxxx Xxxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
3. In consideration for and conditioned upon the issuance by the
Corporation of 15,968 shares of restricted Common Stock of the
Corporation to Xxxxxxxxx, Xxxxxxxxx hereby agrees to the
conversion, consolidation and payment of the balance of
$43,134.34 owing to him, at the rate of 6.0% interest at $2,500
per month for 18 months commencing on May 1, 1999, as evidenced
by that certain Promissory Note a copy of which is attached
hereto as Exhibit 1.
4. In consideration for Xxxxxxxxx'x conversion, consolidation and agreement
to the payment schedule for the balance of $43,134.34 owing to him, the
Corporation hereby agrees to the issuance of 15,968 shares of restricted Common
Stock of the Corporation to Xxxxxxxxx.
3. All other terms and conditions of the Agreement shall remain in full
force and effect.
4. Entire Agreement; Exhibits. This document and its Exhibits contain the
entire agreement between the parties relating to the subject matter contained in
this Agreement. All prior or contemporaneous agreements, representations or
warranties, written or oral, between the parties are superseded by this
Agreement. This Agreement may not be modified except by written document signed
by an authorized representative of each party. In the event that any part of
this Agreement is found to be unenforceable, the remainder shall continue in
effect, to the extent consistent with the intent of the parties as of the
effective date of this Agreement.
5. No Oral Change. This Agreement and any provision hereof may not be
waived, changed, modified or discharged orally, but only by an agreement in
writing signed by the party against whom enforcement of any such waiver, change,
modification or discharge is sought.
6. Non-Waiver. The failure of any party to insist in any one or more cases
upon the performance of any of the provisions, covenants or conditions of this
Agreement or to exercise any option herein contained shall not be construed as a
waiver or relinquishment for the future of any such provisions, covenants or
conditions. No waiver by any party of one breach by another party shall be
construed as a waiver with respect to any subsequent breach.
7. Choice of Law. This Agreement and its application shall be governed by
the laws of the State of California.
8. Counterparts and/or Facsimile Signature. This Agreement may be executed
in any number of counterparts, including counterparts transmitted by telecopier
or FAX, any one of which shall constitute an original of this Agreement. When
counterparts of facsimile copies have been executed by all parties, they shall
have the same effect as if the signatures to each counterpart or copy were upon
the same document and copies of such documents shall be deemed valid as
originals. The parties agree that all such signatures may be transferred to a
single document upon the request of any party.
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9. Binding Effect. This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives, successors and assigns of each of
the parties to this Agreement.
AGREED AND ACCEPTED as of the date first above written.
American Fire Retardant Corporation
A Wyoming Corporation
Dated: April 12, 1999 /S/ Xxxxxxxx X. Xxxxx
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By: Xxxxxxx X. Xxxxx
Its: President
Dated: April 12, 1999 /S/ Xxxxxx X. Xxxxx
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By: Xxxxxx X. Xxxxx
Its: Secretary
Dated: April 13, 1999 /S/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
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