XXXXXXX.XXX, INC.
0000 XXX XXXXXXX, XXXXX 000
XXXXXX, XXXXX 00000
972/620-7895
972/620-2431
xxx.xxxxxxx.xxx
December 27, 1999
Dr. Xxxx Xxxxxxx
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxx 00000
RE: Asset Purchase Agreement by and between Xxxxxxx.xxx,
Inc., a Delaware corporation, and Xxxx Xxxxxxx, M.D., an
individual, dated December 22, 1999 (the "Asset Purchase
Agreement")
Dear Xx. Xxxxxxx:
This letter, when executed by both you and Xxxxxxx.xxx,
Inc., shall have the effect of amending the terms of the Asset
Purchase Agreement as follows:
Section 1.2(a) shall be deleted in its entirety and shall be
substituted by:
(a) The total consideration to be paid by Buyer to Seller
(the "Purchase Price") for all of the Assets purchased hereunder
shall be equal to cash in the aggregate amount of Fifty Thousand
and No/100 Dollars ($50,000.00), payable in six (6) equal monthly
installments, the first of which shall be paid at Closing. A
portion of the Purchase Price shall be payable at or before
Closing by (a) delivery by Buyer of one or more certified checks
or wire transfers drawn on Buyer's bank account of an amount not
to exceed Eight Thousand Three Hundred Thirty-Three and 33/100
Dollars ($8,333.33), payable to Seller, and (b) assumption of
certain obligations of Seller as set forth specifically on
Schedule 1.1(c) hereto. The Seller also agrees to provide 36
months of web-site consulting services to the Buyer, at thirty-
five hours per month at $200.00 per hour. As an inducement to
enter into the 36 month contract, upon completion of the first
five months of thirty five hours per month of web-site consulting
services to the Buyer, the Buyer shall issue to the Seller or
Seller's designee, the greater of Five Hundred Thousand (500,000)
shares of Buyer's founders' common stock, or ten percent (10%) of
Buyer's then-outstanding founders' common stock as of the date of
Closing.
Dr. Xxxx Xxxxxxx
December 27, 1999
Page Two
All other terms and conditions of this Asset Purchase
Agreement shall remain in full force and effect.
Sincerely,
XXXXXXX.XXX, INC. (BUYER)
/s/ X.X. XXXXX
---------------------
X.X. Xxxxx, President
AGREED AND ACCEPTED this 28th day of December, 1999 by:
SELLER:
/s/ XXXX XXXXXXX, M.D.
----------------------
Xxxx Xxxxxxx, M.D.
