Exhibit 10.8
AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE
This AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE ("AMENDMENT") is made
and entered into by and between CHARLEY ZECHES, in her capacity as Trustee of
LAKES HOLDING TRUST U/A dated July 27, 2001 (the "SELLER") and AGU ENTERTAINMENT
CORP., a Colorado corporation ("BUYER").
WITNESSETH:
WHEREAS, Buyer and Seller entered into that certain Agreement for
Purchase and Sale (the "Contract"), dated effective as of September 10, 2004,
concerning the (i) real property located at 3200 West Oakland Park Boulevard,
Lauderdale Lakes, in Broward County, Florida and (ii) Assets as described in the
Contract.
WHEREAS, Buyer and Seller desire to amend the Contract in accordance
with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the sum of Ten and 00/100 ($10.00)
Dollars and other good and valuable consideration, the parties do hereby agree
that the Contract shall be and is hereby amended as follows:
1. The recitals set forth above are acknowledged to be true and correct
and are hereby incorporated by reference as if stated in full.
2. All capitalized terms utilized herein and not otherwise defined
shall have the meanings assigned to them in the Contract.
3. Buyer and Seller hereby agree to extend the Closing Date under the Contract
from October 25, 2004 to November 30, 2004, subject to the terms and conditions
of this Amendment.
4. Buyer and Seller hereby instruct Escrow Agent, Mombach, Boyle &
Hardin, P. A. to disburse the Deposit of $100,000.00 to Seller on October 25,
2004.
5. Buyer and Seller hereby agree that the Shares will be issued,
transferred and delivered on October 25, 2004 by Buyer to Seller (or upon
Seller's request to Elizabeth Buntrock), in accordance with the Stock Purchase
Agreement and shall constitute an additional non-refundable Deposit under the
Contract.
6. Buyer and Seller hereby agree that in addition to the Purchase
Price, the amount of $75,000 shall be paid to Buyer in the form of 25,000 shares
of the common stock, no par value, of Buyer (the "Foundation Shares") which will
be issued, transferred and delivered on October 25, 2004, or as soon as
practicable thereafter, by Buyer to Seller. Seller shall cause New Vision
Children's Foundation to execute any and all documents as may be reasonable and
necessary to permit Buyer to comply with all federal and state securities laws
respecting the issuance and delivery of the Foundation Shares. The Foundation
Shares shall be restricted securities, in accordance with applicable securities
laws, and shall include "piggyback registration" rights, in accordance with a
stock purchase agreement in a form substantially similar to the Stock Purchase
Agreement. The Foundation Shares shall constitute an additional non-refundable
Deposit under the Contract.
7. Buyer and Seller hereby agree that in addition to the Purchase
Price, the amount of $75,000 shall be paid to Buyer in the form of 25,000 shares
of the common stock, no par value, of Buyer (the "AUW Shares"), which will be
issued, transferred and delivered on October 25, 2004, or as soon as practicable
thereafter, by Buyer to Seller (or upon Seller's request to AUW, Inc.). Seller
shall cause AUW to execute any and all documents as may be reasonable and
necessary to permit Buyer to comply with all federal and state securities laws
respecting the issuance and delivery of the AUW Shares. The AUW Shares shall be
restricted securities, in accordance with applicable securities laws, and shall
include "piggyback registration" rights, in accordance with a stock purchase
agreement in a form substantially similar to the Stock Purchase Agreement. The
AUW Shares shall constitute an additional non-refundable Deposit under the
Contract.
Seller agrees in further consideration of the extension of the Closing
Date to provide AUW, Inc. an office (free of charge as to rent only) in the
Building, in similar size and character with similar services provided, to the
office currently occupied by Steve Adelstein, until November 30, 2005. The
foregoing shall be evidenced by a lease between Buyer and AUW, Inc., which lease
will be signed on or before Closing.
8. Buyer agrees to make a payment on October 29, 2004, to Seller in the
amount of $50,000 (the "First Extension Payment") in consideration of the
extension of the Closing Date. The Prorations under the Contract shall be
calculated as of November 30, 2004. The foregoing payment shall be made by wire
transfer of immediately available funds to an account designated by Seller and
shall be received on or before 5 p.m. eastern standard time on the date such
payment is due. Time is of the essence with respect to the First Extension
Payment which payment shall not be credited against the Purchase Price.
Upon Seller's receipt of the First Extension Payment, Buyer shall have
a non-exclusive revocable license to operate a production studio business at the
Real Property in accordance with all applicable laws. Buyer agrees to provide
Seller with evidence of insurance coverage(s) in the amounts which are
customarily carried by a business of the size and nature of the business carried
on by Buyer at the Real Property. If the Closing of the transaction contemplated
by the Contract fails to occur on November 30, 2005, the revocable license
described above shall terminate immediately and Buyer shall vacate the Real
Property. If Buyer fails to vacate the Real Property in accordance with this
Section 8, Seller shall have the right to pursue an action for possession and
Buyer shall pay a monthly usage fee to Seller in the amount of $10,000 for any
month or portion of a month whereby Buyer fails to vacate or in the event of any
other default by Buyer under the Contract as amended by this Amendment.
9. Buyer agrees to make a payment on November 10, 2004, to Seller in
the amount of $22,500 (the "Second Amendment Payment") in consideration of the
extension of the Closing Date. The Second Amendment Payment shall be made by
wire transfer of immediately available funds to an account designated by Seller
and shall be received on or before 5 p.m. eastern standard time on the date such
payment is due. Time is of the essence with respect to the Second Amendment
Payment which payment shall not be credited against the Purchase Price.
10. Buyer hereby agrees that it will be solely responsible for any and
all costs and expenses ("Costs and Expenses") due in connection with any use of
the Real Property by Buyer, or any improvements made thereto by or on behalf of
Buyer, including but not limited to security, labor, contracting or construction
costs and utilities. Buyer hereby agrees to indemnify, defend and hold harmless,
Seller together with its affiliates and its respective shareholders, members,
officers, directors, managers, agents, employees, successors and assigns from
any and all claims and actions whatsoever arising from or relating to the Costs
and Expenses. The foregoing payment(s) shall not be credited against the
Purchase Price.
11. Buyer hereby acknowledges that any and all of Seller's obligations
with respect to (i) Title and Survey under Section 6 of the Contract, (ii)
Tenants under Section 7.2 of the Contract, and (iii) the condition of the Real
Property under Section 18 of the Contract, have been satisfied in full as of the
date hereof. Buyer has no objections to (i) Title and Survey matters, (ii) any
Tenants, or (iii) the condition of the Real Property.
12. Buyer agrees to assume, at Closing, any and all of Seller's
obligations, effective as of November 1, 2004, under the (i) lease for the
forklift, (ii) lease for the man-lift, and (iii) any and all contracts with XO
Communications, and further agrees to execute any documentation reasonably
required by Seller in connection with the assumption of the foregoing
obligations.
13. In the event of any conflict between the terms and provisions of
the Contract and the terms and provisions of this Amendment, the terms and
provisions of this Amendment shall control and prevail, and otherwise, except as
modified herein, the Contract shall continue in full force and effect.
14. That all, each and every of the terms, covenants and conditions in
the Contract which are not inconsistent herewith are hereby expressly confirmed,
ratified and declared to be in full force and effect.
15. This Agreement may be modified only by written modification hereto,
signed by each of the parties hereto.
16. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which will constitute the same
agreement, and by facsimile.
17. The laws of the State of Florida (without regard to conflicts of
law) shall govern the validity, construction, enforcement and interpretation of
this Amendment.
[Remainder of page is blank. Signature page follows.]
IN WITNESS WHEREOF, this RELEASE AND CANCELLATION OF AGREEEMNT FOR
PURCHASE AND SALE has been executed by the parties hereto on the day and year
indicated.
Signed, sealed and delivered SELLER:
in the presence of:
LAKES HOLDING TRUST U/A DATED
July 27, 2001
By: /s/Elizabeth Buntrock
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Name: Elizabeth Buntrock
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Title:
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Dated:
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BUYER:
AGU ENTERTAINMENT CORP.,
a Colorado corporation
By: /s/ David C. Levy
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Name: David C. Levy
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Title: President
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Dated:
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