Exhibit 10.3
AMENDATORY AGREEMENT
This Amendatory Agreement (the "Agreement") is dated December 13, 2005 and
is between Duluth Venture Capital Partners, LLC, a Minnesota limited liability
company ("Duluth") and Equicap, Inc. ("Company") with respect to a certain
non-interest bearing payable of Equicap, Inc. in the aggregate amount of
$132,912 ("Payable").
Section 1. Acknowledgement. Company confirms the validity of the Payable
and that Duluth is recognized as the owner of the Payable on the records of the
Company.
Section 2. Conversion. Company and Equicap agree to convert the Payable,
effective on the date hereof, into a convertible promissory note in the form
attached as Exhibit A to this Agreement. Equicap represents and warrants that
(a) it has outstanding on the date hereof 390,100 shares of its common stock and
no shares of preferred stock and (b) there are not outstanding any options,
warrants or other rights to acquire Equicap common or preferred shares.
Section 3. Beneficial Ownership. Duluth represents that the beneficial
owner of its ownership interests is Xxxxxxx X. Xxxxxxxxx.
Section 4. Miscelleaneous. No waiver of any breach or default of this
Agreement by Consultant shall be considered to be a waiver of any other breach
or default of this Agreement. Should any litigation be commenced between Duluth
and Company for such breach, the party prevailing in such litigation shall be
entitled, in addition to such other relief that may be granted, to a reasonable
sum as and for their or his or its attorney's fees and costs in such litigation.
Every provision of this Agreement is intended to be severable. If any term or
provision hereof is determined to be illegal or invalid for any reason
whatsoever, said illegality or invalidity shall not affect the validity of the
remainder of this Agreement. The interpretation of this Agreement shall be
governed by the local law of the State of Colorado. This Agreement contains the
entire agreement between the parties hereto with respect to the subject matter
thereof. This Agreement shall inure to the benefit of the parties and their
successors and assigns.
EQUICAP, INC. DULUTH VENTURE CAPITAL
PARTNERS, LLC
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxxx
President Managing Member
