MODIFICATION OF PURCHASE AGREEMENT
This MODIFICATION OF PURCHASE AGREEMENT (hereinafter referred to as the
"Modification") is entered into by and between Xxxx, Inc. (hereinafter referred
to as "Seller"), and Hospitality Plus Corporation, a Nevada corporation AND/OR
ITS SUCCESSORS OR ASSIGNS (hereinafter referred to as "Purchaser"), for the
purpose of reviving, ratifying and modifying some of the terms of that certain
PURCHASE AGREEMENT (hereinafter referred to as the "Agreement") dated April 18,
2002, entered into by and between Seller and Purchaser.
RECITALS:
WHEREAS, the parties have agreed to modify the manner of payment, to
extend the Closing Date, and to make other related changes to the Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants, agreements and obligations set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged
and confirmed, Seller and Purchaser do hereby agree as set forth below.
MODIFICATION AGREEMENT
1. CLOSING DATE. The Closing Date set forth in Section 7.1 of the
Agreement is hereby changed to on or before July 23, 2002.
2. XXXXXXX MONEY DEPOSITS. Purchaser will, upon execution of this
Agreement, deposit the sum of $25,000.00 in Xxxxxxx Money with Lawyers Title of
El Paso, Inc. All Xxxxxxx Money will hereby be nonrefundable and deemed
immediately earned by Seller.
3. PURCHASE PRICE. The terms for the payment of the Purchase Price
under Section 2.1 of the Agreement are hereby changed as follows:
(a) Cash. Purchaser will pay cash in the amount of $300,000.00 at Closing.
(b) Stock. Two Million Two Hundred Thousand and No/100ths Dollars
($2,200,000.00) of the Purchase Price will be paid at Closing by the
transfer of Two Million Two Hundred Thousand and No/100ths Dollars
($2,200,000.00) in shares, based on book value at Closing, of stock in
Inn-Vestors, Inc. (the "Stock"). Within 100 days after the Closing Date,
Seller will issue the Stock in a public offering making it readily
marketable on a national securities exchange. At the Closing, Xxxxxxx
Xxxxxxxxx will execute a guaranty, in a form acceptable to Seller, wherein
he will guarantee payment of the sum of Two Million Two Hundred Thousand
and No/100ths Dollars ($2,200,000.00) in cash to Seller, in the event that
the Stock is not listed on a national securities exchange within 100 days
after the Closing Date, in exchange for the Stock delivered to Seller at
Closing. Said cash payment, if necessary, will be made not later than 100
days after the Closing Date.
4. COMMISSIONS. All commissions payable under the Agreement (the
"Commission", whether one or more) will be paid with the applicable portion of
the Stock described hereinabove in the name of the Broker. Notwithstanding
anything herein to the contrary, the Commission amount will be nine percent (9%)
of the Purchase Price. In the event the transaction contemplated by the
Agreement and this Modification does not close, no Commission will be due.
5. STOCK. Simultaneously with its execution of this Modification,
Purchaser will provide Seller with a prospectus for Inn-Vestors, Inc., financial
statements for Xxxxxxx Xxxxxxxxx and any other information regarding the Stock
and creditworthiness of Xxxxxxx Xxxxxxxxx as reasonably requested. The terms of
this Modification are expressly made contingent upon the execution of the
guaranty, required hereinabove, by Xxxxxxx Xxxxxxxxx, and upon Purchaser's
approval of the Stock, which approval, if any, is expressly within the sole
discretion of Seller. If Xxxxxxx Xxxxxxxxx does not execute the aforementioned
guaranty, or if Seller does not approve the Stock, Seller shall be authorized to
terminate the Agreement as amended.
6. RATIFICATION. By execution of this Modification, the Agreement is
hereby revived, ratified and modified. Except as modified herein, the terms and
provisions of the Agreement remain the same.
7. MULTIPLE COUNTERPARTS. This Agreement may be executed in multiple
counterparts which collectively will be deemed an original.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
EXECUTED to be effective as of July 16, 2002.
SELLER:
XXXX, INC.,
a Texas corporation
By:___________________________________
Printed Name:_________________________
Title:________________________________
PURCHASER:
HOSPITALITY PLUS CORPORATION,
a Nevada corporation
By:___________________________________
Printed Name:_________________________
Title:________________________________
