BENACQUISTA GALLERIES, INC. Santa Fe, California 92067
Exhibit 10.2
BENACQUISTA GALLERIES,
INC.
0000 Xx
Xxxxx Xxxxxxxx Xxxxxx
Xxxxx Xx,
Xxxxxxxxxx 00000
|
April
4, 2008
|
Vibe
Records, Inc.
000
Xxxxxxx Xxxxxx, Xxxxx #0
Xxxxxxxxx,
Xxx Xxxx 00000
To Whom
It May Concern:
Reference
is made to the Agreement of Sale, dated as of January 11, 2008 by and between
Vibe Records, Inc., a Delaware Corporation (“Vibe”), Benacquista
Galleries, Inc., a Nevada corporation (“Benacquista”), Xxxxx
Xxxxx, an Individual (“Mr. Price”) and
Xxxxxxx Xxxxxx, an individual (“Xx. Xxxxxx”, and
together the “Parties”) (the “Agreement”). All
terms defined in the Agreement shall have the same meaning when used in this
letter unless otherwise defined herein.
|
1.
|
Benacquista
and Mr. Price are willing to extend the termination date under the
Agreement from March 25, 2008 to April 9, 2008, in consideration for the
payment of an additional $25,000 non-refundable deposit toward the
purchase price of $450,000 which has been received by Mr.
Price.
|
|
2.
|
Benacquista
and Mr. Price agree that no later than three business days after receipt
of the Additional Payment and signed and executed copy of this document by
Vibe and Xx. Xxxxxx, they will prepare and file all necessary documents
with the Securities and Exchange Commission to announce the terms of this
Letter. The failure of Benacquista and Mr. Price to file such
documents within the timeframe set forth in this Paragraph will be deemed
a material breach of this Letter, and Benacquista and Mr. Price agree that
they will refund the Additional Payment to Vibe, unless such breach is
waived in writing by Vibe and Xx.
Xxxxxx.
|
|
3.
|
In
the event that Vibe needs to extend the termination date past April 9,
2008, Mr. Price and Benacquista are willing to grant Vibe a subsequent two
week extension on the termination date from April 7, 2008 to April 23,
2008 in consideration for the payment of an additional $25,000 received no
later than 5:00 PM EDT on April 7, 2008 (the “Subsequent
Payment”). If the Subsequent Payment is made, and remaining
balance is paid on time, Benacquista and Mr. Price agrees that Benacquista
will issue share of common stock to Mr. Xxxxxx XxXxx valued at
$25,000.
|
|
4.
|
Benacquista
and Mr. Price agree that no later than three business days after receipt
of the Subsequent Payment, and signed and executed copy of this document
by Vibe and Xx. Xxxxxx, they will prepare and file all necessary documents
with the Securities and Exchange Commission to announce the terms of the
Subsequent Payment. The failure of Benacquista and Mr. Price to
file such documents within the timeframe set forth in this Paragraph will
be deemed a material breach of this Letter, and Benacquista and Mr. Price
agree that they will refund the Subsequent Payment to Vibe, unless such
breach is waived in writing by Vibe and Xx.
Xxxxxx.
|
|
5.
|
In
the event that Vibe does not pay the entire remaining balance of the
purchase price by April 9, 2008 or April 23, 2008, in the case of the
Subsequent Payment having been properly made, any amounts paid under this
letter shall be retained my Mr. Price as non-refundable option fees and
Xx. Xxxxxx and Vibe specifically waive and discharge any claim to recover
the same for any reason. All other terms of the Agreement shall
apply. Time is of the essence with each date listed in this letter and
such dates and times will be strictly
enforced.
|
|
BENACQUISTA
GALLERIES, INC.
|
||
|
By:
|
/s/ Xxxxx Xxxxx | |
|
Name:
Xxxxx Xxxxx
|
||
|
Title:
President and CEO
|
||
|
By:
|
/s/ Xxxxx Xxxxx | |
|
Xxxxx
Xxxxx
|
||
|
AGREED AND
ACKNOWLEDGED:
|
||
|
VIBE
RECORDS, INC.
|
||
| By: |
/s/ Xxx
Xxxxxx
|
|
|
Name:
Xxx Xxxxxx
|
||
|
Title: CEO
|
||
| By: |
/s/
Xxx
Xxxxxx
|
|
|
Xxx
Xxxxxx
|
||
