ADDENDUM NO. 1 TO STOCK ACQUISITION AGREEMENT BY AND BETWEEN BENCHMARK PERFORMANCE GROUP, INC. AND INTEGRATED ENVIRONMENTAL TECHNOLOGIES, LTD.
Exhibit
2
ADDENDUM
NO. 1 TO
BY
AND BETWEEN
AND
INTEGRATED
ENVIRONMENTAL TECHNOLOGIES, LTD.
THIS
ADDENDUM NO. 1 TO STOCK ACQUISITION AGREEMENT ("Addendum No. 1") is made and
entered into effective this 26th day of
August, 2008, by and between BENCHMARK PERFORMANCE GROUP, INC., a Texas
Corporation ("Benchmark") and INTEGRATED ENVIRONMENTAL TECHNOLOGIES, LTD., a
Nevada Corporation ("IEVM").
RECITALS
A. Benchmark and IEVM
entered into a stock acquisition agreement on or about June 20, 2007 (the "Stock
Acquisition Agreement"), wherein Benchmark agreed to acquire Thirty-Five Million
(35,000,000) shares (the "Shares") of the common stock, par value $0.001, of
IEVM for an aggregate purchase price of Three Million Five Hundred Thousand USD
($3,500,000) (the "Purchase Price") ($0.10 per share).
B. Pursuant to Section 3
of the Stock Purchase Agreement, the Purchase Price shall be paid (and the
Shares shall be issued) in seven (7) installments.
C. As of the date of
this Addendum No. I, four (4) installments have been paid as follows: The First
Installment of $312,000 was converted from equipment deposits previously paid by
Benchmark to IEVM on or about May 22, 2007; the Second Installment of $188,000
was paid by Benchmark to IEVM on or about June 13, 2007; the Third Installment
of $500,000 was paid by Benchmark to IEVM on or about October 31, 2007; and the
Fourth Installment of $500,000 was paid in two increments, with one payment of
$250,000 on or about May 2, 2008, and the remaining $250,000 on or about May 12,
2008.
D. Benchmark and IEVM
have determined that as a result of an economic downturn, it is in the best
interest of IEVM to receive the Fifth Installment payment early and it is in the
best interest of Benchmark to make the Fifth Installment payment early and prior
to October 31, 2008 as previously agreed in the Stock Acquisition
Agreement.
NOW,
THEREFORE, for and in consideration of the foregoing, and of the mutual
covenants, agreements, undertakings, representations and warranties contained
herein, the parties hereto agree as follows:
1. The Fifth Installment
described in Section 3(e) of the Stock Acquisition Agreement is hereby due
concurrent with entering into this Addendum No. 1.
2. As consideration for
the acceleration of the Fifth Installment, the payment set forth in Section 3(e)
of the Stock Acquisition Agreement is hereby reduced to
$400,000.
3. There are no further
requirements of a subscription agreement for the remaining installment payments
and issuance of stock.
4. Other than as
specifically provided in this Addendum No. 1, all other provisions of the Stock
Acquisition Agreement shall remain in full force and effect, the Stock
Acquisition Agreement as amended by this Addendum No. 1 constituting the sole
and entire agreement between the parties as to the matters contained herein, and
superseding any and all conversations, letters and other communications which
may have been disseminated by the parties relating to the subject matter hereof,
all of which are void and of no effect.
IN
WITNESS WHEREOF, the parties have executed this Addendum as of the date first
above written.
Integrated
Environmental Technologies, Ltd., a Nevada corporation
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Name:
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Xxxxxxx
X. Xxxxxx
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Title:
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President
and Chief Executive Officer
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Benchmark
Performance Group, Inc., a Texas corporation
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By:
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/s/ E. Xxxxx Xxxxxx, III
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Name:
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E.
Xxxxx Xxxxxx, III
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Title:
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President
and Chief Executive Officer
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