Madison Enterprises Group, Inc.
Exhibit 16
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
March 30, 2012
Xxxxx & Fraade Enterprises, LLC
Sierra Grey Capital, LLC
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
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Re:
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Acquisition Agreement dated May 10, 2011 between Madison Enterprises Group, Inc. and Fastfix, Inc.
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Gentlemen:
Reference is made to the Acquisition Agreement (the “Acquisition Agreement”) dated May 10, 2011 between Madison Enterprises Group, Inc. (“Madison") and Xxxxx & Fraade Enterprises, LLC and Sierra Grey Capital, LLC. Pursuant to the Acquisition Agreement, the two million eight hundred twenty four thousand eight hundred (2,824,800) shares (the “Redeemed Shares”) representing 88% of Madison were to be “redeemed” in consideration for Madison’s promise to pay one hundred fifty thousand ($150,000) dollars to Xxxxx & Fraade Enterprises, LLC and Sierra Grey Capital, LLC. The Redeemed Shares were to be redeemed as of the closing pursuant to the Acquisition Agreement (the “Closing”) based upon the agreement of Madison to pay one hundred fifty thousand ($150,000) dollars to Xxxxx & Fraade Enterprises, LLC and Sierra Grey Capital, LLC. Xxxxx & Fraade Enterprises, LLC and Sierra Grey Capital, LLC, as of the Closing, do not own any interest or have any rights in the Redeemed Shares other than to receive payment. Accordingly, notwithstanding any provisions in the Acquisition Agreement to the contrary, the Redeemed Shares have been redeemed.
In order to implement the foregoing, the parties hereby agree that the third (3rd) “WHEREAS” provision of the Acquisition Agreement shall be deleted and replaced by the following “WHEREAS” provision:
WHEREAS,
1. Madison desires to redeem two million eight hundred twenty four thousand eight hundred (2,824,800) shares (the “Redeemed Shares”) of its Common Stock from Xxxxx & Fraade Enterprises, LLC and Sierra Grey Capital, LLC, in consideration for Madison’s promise to pay one hundred fifty thousand ($150,000) dollars. Upon Closing, the Redeemed Shares shall be redeemed and Xxxxx & Fraade Enterprises, LLC and Sierra Grey Capital, LLC have no interest in the Redeemed Shares.
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If the foregoing reflects your understanding of our agreement, please acknowledge by signing below.
Very truly yours,
By: /s/ Xxxxx Eckert__________
Title: CEO
Acknowledged and Agreed
Xxxxx & Fraade Enterprises, LLC
By: /s/ Xxxxxxxxx X. Xxxxx
Title: Chairman
Sierra Grey Capital, LLC.
By: /s/ Xxxxxxx Xxxxxx
Title: President
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