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EXHIBIT B
Erekesef Securities
0000 Xxxxxxx Xxxxxx Xxxx.
Xxxxx 000
Xxxxxxxx Xxxxx, XX 00000
April 15, 1998
C1836-001
2d Interactive, Inc.
000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
GOGO Holdings, Inc.
000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Stock Purchase & Sale Agreement
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Gentlemen:
Reference is made to the Stock Purchase & Sale Agreement (the "Agreement")
between the undersigned ("Erekesef"), 2d Interactive, Inc. ("2d") and GOGO
Holdings, Inc. ("GOGO"). The parties to the agreement agree as follows
(Capitalized terms not defined in herein shall have the meanings ascribed to
terms in the Agreement):
1. The parties shall hold in escrow pursuant to the terms hereof the
signature pages to the Agreement.
2. Erekesef shall comply with its obligations set forth in Section 1.08
of the Agreement and the parties shall use their best efforts to cause 2d and
Global One to enter into the Non-Disclosure Agreement relating to the Global
Information and to effect the disclosure of the Global Information to 2d.
3. 2d has previously delivered to Erekesef $75,000, which shall be
refunded to 2d only under the circumstances described in the Agreement.
4. Upon receipt of the Global Information, 2d and Buyer shall have 3
full business days following the Delivery Date to evaluate the Global
Information. After evaluation of the
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Global Information, 2d shall have the right to proceed with the transactions
contemplated by the Agreement, by written notice ("Notice") to Erekesef at the
end of such period. If 2d determines to proceed, the signature pages previously
delivered shall, without further action, be released and delivered by and among
the parties, the Termination Option shall be waived, and the Agreement shall
become effective, as of the date the Notice is given to Erekesef. 2d shall also
have the unconditional right to terminate all further discussions with Erekesef
in which case the transactions contemplated by the Agreement shall be
terminated as if 2d had exercised the Termination Option. If 2d does not
deliver the Notice affirming its determination to proceed prior to the
expiration of the third business day following receipt of the Global
Information, 2d shall be deemed to have terminated the proposed transaction.
5. Any dispute relating to the terms or performance of this letter
agreement shall be resolved in the manner provided in the Agreement.
Please sign the enclosed copy of this letter and return it to the
undersigned to indicate that the foregoing is consistent with your
understanding.
Very truly yours,
/s/ Xxxxx Xxxxxxxxxx
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Xxxxx Xxxxxxxxxx, President
ACKNOWLEDGED AND AGREED TO:
GOGO Holdings, Inc.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: President
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2d Interactive, Inc.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: President
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