EXHIBIT 10.2
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 to the Stock Purchase Agreement (this Amendment")
is made and entered into as of this 28th day of December 1999, by and
among XXXX.XXX, Inc., a District of Columbia corporation ("HBOA" and
the "Buyer") and Xxxxxx X. Xxxxx and Xxxx X. Xxx (individually, a
"Seller" and collectively, the "Sellers").
Preliminary Statements
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WHEREAS, the Amendment amends that certain stock purchase agreement
("Stock Purchase Agreement") dated November 17, 1999 by and among
XXXX.xxx, Inc., a Florida corporation ("HBOA-Florida") and the Sellers
(the "Stock Purchase Agreement") relating to the purchase of shares of
common stock of Mizar Energy Company, a Colorado corporation (the
"Company") (hereinafter, the "Stock Purchase Agreement" shall refer to
the Stock Purchase Agreement, this Amendment and any and all other
amendments to the Stock Purchase Agreement);
WHEREAS, the parties wish to (1) have HBOA, the District of Columbia
corporation be added as a direct party to the Stock Purchase Agreement
and remove HBOA-Florida as a party from the Stock Purchase Agreement,
(2) have HBOA purchase 850,000 shares of the Company's common stock
from the Sellers (not 1,000,000 shares as provided in the Stock
Purchase Agreement dated November 17, 1999) and (3) change the
consideration for the purchase of the 850,000 shares of the Company's
common stock as described in Section 4 hereof;
NOW THEREFORE, in consideration of the foregoing, the agreements and
covenants set forth herein, other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Definitions
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All terms not defined herein shall have the same meaning as the defined
terms in the Stock Purchase Agreement.
2. New Party to the Stock Purchase Agreement.
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2.1 The Sellers agree that XXXX.xxx, Inc., a District of Columbia
party, shall be added as a party to the Stock Purchase Agreement and
shall take the place of HBOA- Florida.
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2.2 The Sellers expressly agree that XXXX.xxx, Inc., a District of
Columbia corporation shall be substituted in full place of HBOA-
Florida and shall have all rights and obligations of HBOA-Florida under
the Stock Purchase Agreement. The Sellers expressly agree that
HBOA-Florida shall be released from any and all obligations under the
Stock Purchase Agreement.
2.3 All references to the "Buyer" in the Stock Purchase Agreement shall
be deemed to refer to XXXX.xxx. Inc., a District of Columbia
corporation.
3. Number of Shares
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3.1 The Buyer desires to purchase 850,000 shares of its common stock
from the Sellers and the Sellers desire to sell the Buyer 850,000
shares of its common stock.
3.2 The Sellers and the Buyer agree that all references to the
1,000,000 Shares of the Company's common stock shall be changed to
refer to 850,000 shares of the Company's common stock The references
include the references in the Preliminary Statements that (i) the
Sellers wish to sell 1,000,000 shares of the Company's common stock to
the Buyer and (ii) the "Shares" shall refer to 1,000,000 shares of the
Company's common stock.
3.3 All references to "Shares" in the Stock Purchase Agreement shall be
deemed to refer to 850,000 shares of the Company's common stock.
4. Consideration.
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4.1 The Buyer's consideration for acquiring the Shares is Ten Dollars
($10.00) and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and agreed to by the
Sellers. The Buyer also agrees that it will effect a business
combination or merger of itself with and into the Company.
4.2 Section 2.2 of the Stock Purchase Agreement is hereby deleted
in its entirety and the following section is hereby inserted:
"2.2 Consideration. The Sellers agree that the Buyer's
consideration for the purchase of the Shares is Sixty Three
Thousand Seven Hundred Fifty Dollars ($63,750).
4.3 Clause 7.1(b)(i) of the Stock Purchase Agreement which refers to
the delivery of a bank or cashier's check for the amount of Seventy Two
Thousand Dollars ($72,000) is hereby deleted in its entirety and
amended to read the delivery of cash or
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a bank check in the amount of Sixty Three Thousand Seven Hundred Fifty
Dollars ($60,750).
5. Full Force and Effect.
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Except as specifically amended hereby, the provisions of the Agreement
shall remain in full force and effect.
6. Preamble; Preliminary Recitals. The Preliminary Recitals set forth
in the Preamble are hereby incorporated and made part of this
Amendment.
7. Entire Agreement and Amendment.
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The Amendment, together with the Agreement, as modified hereby,
constitutes the entire agreement between the parties. This Amendment
may not be amended, supplemented or modified in whole or in part except
by an instrument in writing signed by the party or parties against whom
enforcement of any such amendment, supplement or modification is
sought.
8. Governing Law and Counterparts.
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The Amendment shall be governed in all respects by and construed in
accordance with Florida law. This Amendment may be executed in one or
more counterparts, each of which will be deemed an original and all of
which together will constitute one and the same instrument. Any
facsimile copy of a manually executed original Amendment shall be
deemed a manually executed original Amendment and shall have the same
force and effect as a manually executed original Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the
date first above written.
BUYER:
XXXX.XXX, INC., a District of Columbia corporation
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, President
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Sellers:
/s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX
/s/ Xxxx X. Xxx
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XXXX X. XXX
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