EXHIBIT 99.1
ADDENDUM
For and in consideration of mutual benefits, detriments, and promises, the
adequacy of which is hereby acknowledged, the undersigned parties hereby amend
the Share Purchase Agreement (and Amendments thereto) dated May 28, 2008.
The Bankruptcy Court has approved the sale pursuant, and $125,000 has been
deposited in the Escrow Account, but a remaining $25,000 is pending receipt and
clearance into a bank account by Infinity Capital Group, Inc. Accordingly,
NPI08, Inc., Infinity Capital Group, Inc., Xxxxxxxx Capital, Inc., J ViewIII,
LLC, and J View II Limited Partnership hereby agree as follows:
1) The $125,000 received shall be disbursed on June 30, 2008 from the escrow
account:
$64,000 to Xxxxxxxx Capital, Inc.
$33,000 to Onsager Staelin & Guyerson LLC Trust Account
$2,450 to Corporate Stock Transfer
$25,000 to M.A. Xxxxxxx per contract
$550 to the Printer for Cetificates for NPI08, Inc.
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$125,000
2) Infinity Capital Group, Inc. has delivered a Promissory Note in the amount
of $25,000 due in 30 days payable to the Escrow Agent, and the parties to
the Agreement and Amendments thereto agree to accept said note as partial
consideration for purposes of closing under the Share Purchase Agreement,
subject to the additional terms hereof.
3) The Escrow Agreement for closing under the Share Purchase Agreement shall
be extended until the date that the Promissory Note is paid, and upon
payment, the proceeds of the Note shall be paid to the Trust account of
Onsager, Staelin & Guyerson LLC pursuant to the Bankruptcy Court Order of
June 24, 2008.
4) The Escrow Agent shall continue to hold the NPI08, Inc. shares being
purchased by Infinity Capital, Inc., in Escrow, as collateral against the
payment of the $25,000 Promissory Note, and shall release such shares to
Infinity Capital, Inc. only upon payment of the Promissory Note.
5) In the event the Promissory Note is not paid, remedies shall be as
specified in the Promissory Note.
6) Xxxxxx Xxxxx and Xxxx X. Xxxxx shall resign as officers and directors after
appointing new directors designated by Infinity Capital Group, Inc. upon
payment of the Promissory Note for $25,000.
Dated: June 27, 2008
NPI08, Inc. Infinity Capital Group, Inc.
By: /s/Xxxxxx X. Xxxxx By:/s/Xxxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx, President Xxxxxxx X. Xxxxxxx, President
Xxxxxxxx Capital, Inc. J View III, LLC
By:/s/Xxxxxx X. Xxxxx By:/s/Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, President Xxxxxx X. Xxxxx, Manager
J View II Limited Partnership ESCROW AGENT
By:/x.Xxxxxx X. Xxxxx By:/s/M.A. Xxxxxxx
Xxxxxx X. Xxxxx, Manager M.A. Xxxxxxx
