AMENDMENT TO PURCHASE AND SALE AGREEMENT
This amendment to Purchase and Sale Agreement (the "Agreement") dated as of
November 9, 2001, by and between Xxxxxxx X. Xxxxx ("Xxxxx") and Xxxxxxxxxxx X.
Xxxx (the "Buyer"), with an address c/o 000 X.X. 000xx Xxxxxx, Xxxxx Xxxxxx, XX
00000. Xxxxx and Buyer are referred to herein collectively as the "Parties".
WITNESSETH
WHEREAS, Xxxxx and the Buyer have entered into a Purchase and Sale
Agreement dated October 16, 2001 pertaining to the purchase and sale of certain
stock and bends (the "Agreement"); and
WHEREAS, the parties now wish to modify and amend the Agreement as set
forth herein.
NOW, THERFORE, in consideration of the premises and of the terms and
conditions herein contained agree as follows:
1. Buyer will deliver to Xxxxx and Xxxxx will deliver to Buyer as
follows:
Date Buyer to Xxxxx Xxxxx to Buyer
----------------- ------------------------------- ----------------------------------
November 15, 2001 $100,000 34,231 shares of Call Now, Inc.
common stock
November 19, 2001 194,000 and $1,370,000 34,231 shares of Call Now, Inc.
of the Bonds common stock
December 31, 2001 1,000,000 of the Bonds 342,341 shares of Call Now, Inc.
common stock
November 15, 2001 1,830,000 of the Bonds 2,164,182 shares of Call Now, Inc.
or $1,830,000 and accrued common stock
interest on $1,830,000 if the
Bonds from Sept. 1, 2001
The parties acknowledge that the foregoing is a firm obligation and if any
party fails to make the deliveries aforesaid, they are in breach and the other
party my pursue all remedies in law or in equity and
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The breaching party will be responsible for damages and reasonable attorneys
fees incurred by the non-defaulting party.
2. All other items to be delivered at Closing including, but not
limited to the Stock Options as set forth in Section 8(a) of the Agreement shall
be delivered on or before November 19, 2001, and this shall be the Closing for
all other purposes of the Agreement provided, that all deliveries shall be
subject to a ten (10) day grace period. All Bonds delivered to Xxxxx shall have
accrued interest from September 1, 2001.
3. As long as Buyer is not in default under the Agreement until March
1, 2002 Xxxxx will vote all of his Call Now, Inc. shares (include share owned of
record or beneficially or over which he has voting control) for directors
specified by Buyer and to whom Xxxxx has no reasonable objection upon Buyer's
request. All such votes must be taken pursuant to SEC proxy or information
statement rules.
4. (a) Xxxxx shall use his best efforts to cause Buyer to be
elected as a director and Chief Executive Officer of Retama Entertainment Group,
Inc. a Texas Corporation.
(b) The parties agree that pursuant to the Xxxxx consulting
agreement set forth in Exhibit A to the Agreement and the transaction set forth
in Section 3(b) above Xxxxx and Xxxxxx Xxxxxxx will resign as officer and
directors of Call Now, Inc. and Retama Entertainment Group, Inc. as of November
19, 2001 and Buyer consents thereto.
(c) The Parties shall upon the request of one of the Parties,
execute and deliver to the requesting party such documents or instruments of
conveyance or assignment and take such other action an is reasonable necessary
to complete the transfer of the securities and other transactions contemplated
in the Agreement and this Amendment.
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5. Except as expressly modified by this amendment _______ of the
Agreement remain in full force and effect. In the event any of the terms of
this amendment conflict with the terms of the Agreement, the terms of this
amendment shall prevail.
AGREED TO AND ACCEPTED as of the date first above written.
/S/ XXXXXXXXXXX X. XXXX /S/ XXXXXXX X. XXXXX
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XXXXXXXXXXX X. XXXX XXXXXXX X. XXXXX
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