Exhibit 10.2
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT, DATED APRIL 23, 2004 AND
AMENDMENT TO LETTER OF UNDERSTANDING, DATED MARCH 6, 2004
THIS AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT, DATED APRIL 23,
2004 AND AMENDMENT TO LETTER OF UNDERSTANDING, DATED MARCH 6, 2004 ("Amendment")
is entered into as of the 4th day of August 2004 by and between B2 Networks,
LLC, a Nevada limited-liability company ("Seller" or "Company"), and B2 Digital,
Inc., formerly known as Telecommunication Products, Inc. ("Buyer").
The terms of the MEMBERSHIP INTEREST PURCHASE AGREEMENT, DATED APRIL 23, 2004
are amended as follows:
1. Sale and Transfer of Interest. Subject to the terms and conditions set
forth in this Amendment, Seller will transfer and convey the Membership Interest
to Buyer, and Buyer will acquire the Membership Interest from Seller, upon
payment of the Consideration (as defined hereinbelow) at Closing.
2. Consideration. For and in consideration of Seller's transfer of the
Membership Interest hereunder, Buyer and Seller agree to the following:
(a) Buyer shall pay to Seller the total sum of Two Hundred Thousand Dollars
($200,000) in cash. Seller acknowledges that it has already received One
Hundred Fifty Thousand Dollars ($150,000) from Buyer. Buyer shall pay the
remaining Fifty Thousand Dollars ($50,000) on or before September 17, 2004, via
wire transfer to Seller's account. Upon payment of the full Two Hundred
Thousand Dollars ($200,000), Seller shall transfer to Buyer 83 Voting Shares of
B2 Networks, LLC. If Buyer fails to make the payment required by September 17,
2004, at Seller's sole option, Buyer shall only be entitled to 63 Voting Shares.
(b) Seller currently holds a Common Stock Certificate for One Million
Six Hundred Sixty-Seven Thousand (1,667,000) shares of Telecommunication
Products, Inc. (Market symbol TCBD), dated May 3, 2004, with certain
restrictions (the "Stock Certificate"). As part of the consideration herein,
the Stock Certificate shall be converted to an equal number of shares of B2
Digital, Inc. (market symbol BTWO), and a new stock certificate shall be issued
to Seller by August 13, 2004. The stock certificate and shares of B2 Digital,
Inc. shall be registered and shall be capable of being traded and/or
transferred, without restriction, on the appropriate stock exchange, on or
before September 3, 2004. Upon receipt of the converted shares by Seller, and
once the shares are tradable and/or transferable without restriction, Seller
shall issue to Buyer an additional 14 Voting Shares of B2 Networks, LLC.
(c) Buyer shall issue to Seller and additional One Million (1,000,000)
shares of B2 Digital, Inc. stock (market symbol BTWO), by August 13, 2004, which
shares shall be capable of being traded and/or transferred on the
appropriate stock exchange by November 15, 2004. Upon receipt of the additional
One Million (1,000,000) shares by Seller, and once the shares are tradable
and/or transferable without restriction, Seller shall issue to Buyer an
additional 8 Voting Shares of B2 Networks, LLC.
(d) For each of the respective transfers set forth in Item 2(b) and 2(c),
above, Seller shall only be entitled to sell up to Five Percent (5%) of the
total volume of B2 Digital, Inc (market symbol BTWO) stock traded on the
previous day, until February 1, 2005. There shall be no restriction on the sale
or transfer of any of the shares issued by Buyer to Seller after February
1, 2005.
3. Conflicts and Survival Of Remaining Terms. The terms of the
Membership Interest Purchase Agreement, Dated April 23, 2004, shall be read to
give full effect to the terms of the Amendments made herein, and in case of any
conflict between the Membership Interest Purchase Agreement, Dated April 23,
2004 and this Amendment, the terms of this Amendment shall control. To the
extent that the terms of the Membership Interest Purchase Agreement, Dated April
23, 2004 are not amended or otherwise affected by this Amendment, those
terms shall remain in full force and effect, including, but not limited to,
Section 4, Representations of Seller, and Section 5, Representations of Buyer.
4. Execution Of Necessary Documents. Buyer and Seller each agree to
execute any documents necessary to effectuate the terms and intent of this
Amendment, including, but not limited to, any changes that may be necessary in
the Operating Agreement of B2 Networks, LLC, which among other matters will
confirm the revised capitalization of B2 Networks, LLC, as determined by
Seller's accountants.
The terms of the LETTER OF UNDERSTANDING, DATED MARCH 6, 2004 are amended
as follows:
5. Payments. On Page 4, "Services, Addendum B, Continued," Software
Royalty/Revenue Share Payments, The Company to Pay to B2, Paragraph 1.3, the
payment due from Buyer to Seller shall be Fifteen Thousand Dollars ($15,000),
due on or before August 20, 2004. Seller hereby acknowledges that it has
previously received Thirty Thousand dollars ($30,000) in connection with the
Letter Of Understanding, Dated March 6, 2004.
6. Conflicts and Survival Of Remaining Terms. The terms of the
Letter Of Understanding, Dated March 6, 2004, shall be read to give full effect
to the terms of the Amendments made herein, and in case of any conflict between
the Letter Of Understanding, Dated March 6, 2004 and this Amendment, the terms
of this Amendment shall control. To the extent that the terms of the Letter Of
Understanding, Dated March 6, 2004 are not amended or otherwise affected by this
Amendment, those terms shall remain in full force and effect.
MISCELLANEOUS TERMS
7. Notices. Any and all notices or demands by any party hereto to any
other party, required or desired to be given hereunder shall be in writing and
shall be validly given or made if served personally, delivered by a nationally
recognized overnight courier service or if deposited in the United States Mail,
certified, return receipt requested, postage prepaid, addressed as follows:
If to Buyer: B2 Digital, Inc.
1926 Hollywood Blvd
Suite 208
Hollywood, Florida 33020
Attn: Robert Russel, CEO
If to Seller: B2 Networks LLC
8350 W Desert Inn Road
Suite 1079
Las Vegas, Nevada 89117
Attn: Greg P. Bell
Any party hereto may change its address for the purpose of receiving notices or
demands as hereinabove provided by a written notice given in the manner
aforesaid to the other party(ies). All notices shall be as specific as
reasonably necessary to enable the party receiving the same to respond thereto.
8. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument. Delivery of an executed
counterpart of a signature page to this Amendment by facsimile shall be
effective as delivery of a manually executed counterpart of this Amendment in
person.
9. Negotiated Amendment. This is a negotiated Amendment. All parties have
participated in its preparation. In the event of any dispute regarding its
interpretation, it shall not be construed for or against any party based upon
the grounds that the Amendment was prepared by any one of the parties.
10. Time of Essence: Time is of the essence of this Amendment and all of
its provisions.
IN WITNESS WHEREOF, the parties have executed this Amendment effective the
day and year above-written.
"BUYER" "SELLER"
B2 Digital, Inc. f/k/a
Telecommunication Products, Inc. B2 Networks, LLC
___________________________ _______________________
By: Robert Russell By: Greg P. Bell,
President & CEO Sole Manager