Exhibit 10.2
CEDAR MOUNTAIN DISTRIBUTORS, INC.
0000 Xxxx 0000 Xxxxx
Xxxxx, XX 00000
May 12, 2005
VIA EMAIL
Xx. Xxxxx Xxxxxxxx
iCurie Lab Holdings, Ltd.
00 Xxxxxxxx Xxxxx
Xxxxxx, XX0X0XX
Dear Xx. Xxxxxxxx:
On or about March 30, 2005, iCurie Lab Holdings, Ltd. ("iCurie") and
Cedar Mountain Distributors, Inc. ("Cedar") executed a letter agreement (the
"Agreement"). The Agreement provided for $50,000 to be placed in escrow while
iCurie conducted a due diligence investigation. This is to confirm that the
Agreement is hereby amended as follows:
1) The $50,000 in escrow funds shall be immediately released to
Cedar and is not refundable under any circumstances except as
expressly set forth in paragraph 2).
2) If, on or before June 30, 2005, Cedar shall have merged into
or with, or combined with, another entity or sold
substantially all of its assets to another entity (or acquired
substantially all of the assets of another entity), or
consummated a similar transaction with another entity, or
caused or permitted any change in the capitalization or
ownership of the capital stock of the Company, or agreed to do
any of the foregoing, in each case other than in connection
with a possible transaction with iCurie, then Cedar shall
promptly return the $50,000 to iCurie.
This letter agreement shall also act as authorization for and
instruction to Escrow Agent (as defined in the Agreement) to immediately release
the $50,000 in funds to Cedar that it is holding in escrow pursuant to the
Agreement.
The Agreement, as amended by this letter agreement, contains the entire
understanding of the parties, supersedes all prior oral or written agreements,
and shall be binding upon successors and assigns with respect to the subject
matter hereof.
This letter agreement may be executed in any number of counterparts and
each such counterpart shall be deemed to be an original instrument, but all of
such counterparts together shall constitute but one agreement.
If the foregoing correctly sets forth the substance of the
understanding between the parties, please execute this letter in duplicate.
Retain one copy for your records and return one to us.
Very truly yours,
CEDAR MOUNTAIN DISTRIBUTORS, INC.
/s/ Xxxxxx Xxxx
Xxxxxx Xxxx
President
AGREED AND APPROVED:
ICURIE LAB HOLDINGS, LTD.
/s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
CEO
