Exhibit 10.2
Amendment to Asset Purchase Agreement
WHEREAS, MIRANDA III MINING (GUYANA) INC. a corporation incorporated under
the Companies Act of Guyana (hereinafter referred to as "Seller" or "Miranda
III") with an address at 93 Oronoque, Queenstown, Georgetown, Guyana, and VISTA
CONTINENTAL CORPORATION, a corporation formed under the laws of the State of
Delaware (herein after referred to as "Purchaser" or "Vista") with an address at
0000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000., entered into an
asset purchase agreement (the "Agreement") on June 30th, 2004 for the purchase
of a 40% interest in the ownership of MIRANDA I MINING (GUYANA) INC., a
corporation incorporated under the Companies Act of Guyana (hereinafter referred
to as "Miranda I").
WHEREAS, the Agreement was expected to close on or before July 30, 2004,
subject to the satisfactory completion of a due diligence review of the assets
and liabilities of Miranda I, Miranda III, and Vista.
WHEREAS, both parties wish to extend the time of the closing of the
Agreement in order to complete their due diligence review.
WHEREAS, the parties have mutually agreed to amend and modify the
agreement;
NOW, THEREFORE, the parties, for mutually accepted and agreed upon
consideration, hereby amend and modify the Agreement as follows:
1. Section 8.1 of the Agreement shall now read as follows:
Section 8.1 Closing Date. The closing and consummation of the transactions
contemplated by the Agreement (the "Closing") shall take place at a location to
be mutually agreed upon by the parties on or before August 20, 2004 (the
"Closing Date"). All proceedings to take place on the Closing Date shall be
deemed to take place simultaneously and no delivery shall be deemed to have been
made until all such proceedings have been completed.
2. Expect as here specifically modified and amended, all other terms and
conditions of the Agreement are hereby confirmed.
WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year written below.
VISTA CONTINENTAL CORPORATION
By: ____________________________
Xx. Xxxxxxxx Xxxx
Title: President
Dated: 7/28/04
MIRANDA III MINING (GUYANA) INC.
By: ____________________________
Xxxxxxx XxXxxxx
Title: President
Dated: 7/28/04