Exhibit 10.13
ADDENDUM TO STOCK EXCHANGE AGREEMENT
This Addendum to Stock Exchange Agreement dated April 8, 2005 to be
effective as of January 14, 2005 ("Agreement") is by and among National Parking
Systems, Inc., a Nevada corporation ("Purchaser" or "NPS"), Xxxx Xxxxxxxx
("Xxxxxxxx"), The Morpheus Trust ("Morpheus"), Xxxxxxxxxx Investments, Ltd.
("Xxxxxxxxxx"), Xxxxxx Partners, LLC ("Xxxxxx"), Picasso, LLC ("Picasso"),
and The Gateway Real Estate Investment Trust ("Gateway") (collectively the
"Preferred Holders," and, together with Xxxxxxxx, the "Sellers").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Purchaser and Sellers have previous entered into a Stock
Exchange Agreement dated January 13, 2005 ("Exchange Agreement");
WHEREAS, pursuant to the Exchange Agreement, the Preferred Holders each
agreed to sell to Purchaser, and the Purchaser purchased from the Preferred
Holders, (i) 1,000 shares of preferred stock of ABS Holding Company, Inc.
("ABS"), and (ii) 1,000 shares of preferred stock of BH Holding Company, Inc.
("BH"), (for an aggregate of 5,000 shares of preferred stock of ABS and 5,000
shares of preferred stock of BH), in consideration for 1,550,000 shares of NPS
common stock and a debenture in the amount of $17,350(for an aggregate of
7,750,000 shares of NPS common stock and an aggregate of $86,750 in
debentures)(the "Exchange").
WHEREAS, BH and ABS had no shares of preferred stock authorized under their
Articles of Incorporation at the time of the Exchange;
WHEREAS, the Preferred Holders held no actual shares of preferred stock of
BH and ABS;
WHEREAS, the Preferred Holders each held the right to the issuance of 1,000
shares of preferred stock of BH and ABS, prior to the Exchange;
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements, and considerations herein contained and contained in the Exchange
Agreement, the parties hereto agree as follows:
1. The Purchaser Agrees.
-----------------------
The Purchaser hereby agrees to accept the Preferred Holders right to
be issued an aggregate of 5,000 shares of ABS preferred stock and
5,000 shares of BH preferred stock in place of the transfer of 5,000
shares of ABS preferred stock and 5,000 shares of BH preferred stock
which the Preferred Holders agreed to transfer to NPS pursuant to the
Exchange Agreement.
2. Preferred Holders Agree.
--------------------------
The Preferred Holders agree to give to the Purchaser any right they
had to be issued preferred stock shares of ABS and BH in place of any
preferred stock shares of ABS and BH, which they agreed to transfer to
NPS under the Exchange Agreement.
3. Miscellaneous
-------------
(a) Assignment. All of the terms, provisions and conditions of this
----------
Agreement shall be binding upon and shall inure to the benefit of
and be enforceable by the parties hereto and their respective
successors and permitted assigns.
(b) Applicable Law. This Agreement shall be construed in accordance
---------------
with and governed by the laws of the State of Texas, excluding
any provision which would require the use of the laws of any
other jurisdiction.
(c) Entire Agreement, Amendments and Waivers. This Agreement
--------------------------------------------
constitutes the entire agreement of the parties hereto and
expressly supersedes all prior and contemporaneous understandings
and commitments, whether written or oral, with respect to the
subject matter hereof. No variations, modifications, changes or
extensions of this Agreement or any other terms hereof shall be
binding upon any party hereto unless set forth in a document duly
executed by such party or an authorized agent or such party.
(d) Waiver. No failure on the part of any party to enforce any
-------
provisions of this Agreement will act as a waiver of the right to
enforce that provision.
(e) Section Headings. Section headings are for convenience only
-----------------
and shall not define or limit the provisions of this Agreement.
(f) Effect of Facsimile and Photocopied Signatures. This Agreement
-------------------------------------------------
may be executed in several counterparts, each of which is an
original. It shall not be necessary in making proof of this
Agreement or any counterpart hereof to produce or account for any
of the other counterparts. A copy of this Agreement signed by one
party and faxed to another party shall be deemed to have been
executed and delivered by the signing party as though an
original. A photocopy of this Agreement shall be effective as an
original for all purposes.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
National Parking Systems, Inc. THE MORPHEUS TRUST:
a Nevada corporation
By: /s/ Xxxx Xxxxxxxx By:
-------------------------- -------------------------
Name: Xxxx Xxxxxxxx Name:
Title: CEO Title:
ABS HOLDING COMPANY, INC. XXXXXXXXXX INVESTMENTS, LTD.:
a Nevada corporation
By: /s/ Xxxx Xxxxxxxx By:
-------------------------- -------------------------
Name: Xxxx Xxxxxxxx Name:
Title: CEO Title:
BH HOLDING COMPANY, INC. XXXXXX PARTNERS, LLC
a Nevada corporation
By: /s/ Xxxx Xxxxxxxx By:
-------------------------- -------------------------
Name: Xxxx Xxxxxxxx Name:
Title: CEO Title:
Xxxx Xxxxxxxx PICASSO, LLC
/s/ Xxxx Xxxxxxxx By:
---------------------------- -------------------------
Xxxx Xxxxxxxx Name:
Title:
THE GATEWAY REAL ESTATE
INVESTMENT TRUST:
By:
-------------------------
Name:
Title:
