EXHIBIT 10.173
▇▇▇▇ ▇▇▇▇▇▇▇'▇ ▇▇, INC.
▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile (▇▇▇) ▇▇▇-▇▇▇▇
September 3, 1997
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
President
Group V Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: Extension and Modification of Put/Option Agreement and Warrant
Purchase Agreement dated August 22, 1997
Dear ▇▇▇:
This letter will serve as our mutual agreement to extend and modify the
Put/Option Agreement and Warrant Purchase Agreement dated August 22, 1997.
1. As to the Put/Option Agreement dated August 22, 1997 between ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇'▇ ▇▇, Inc. the dates in that agreement are extended
as follows:
Paragraph Number 2, the date April 1, 1998 is hereby extended until
June 1, 1998.
Paragraph Number 5, the obligation to be performed on October 1, 1997
is hereby extended until November 1, 1997.
Paragraph Number 5, the obligation to be performed on November 1, 1997
is hereby extended until December 1, 1997.
Paragraph Number 5, the obligation to be performed on December 1, 1997
is hereby extended until January 1, 1998.
Paragraph Number 5, the obligation to be performed on January 1, 1998
is hereby extended until February 1, 1998.
Paragraph Number 5, the obligation to be performed on February 1, 1998
is hereby extended until March 1, 1998.
Paragraph Number 5, the obligation to be performed on March 1, 1998 is
hereby extended until April 1, 1998.
C:\clients\▇▇▇▇\Ext&ModAgr.doc
Paragraph Number 5, the obligation to be performed on April 1, 1998 is
hereby extended until May 1, 1998.
Paragraph Number 5, the obligation to be performed on May 1, 1998 is
hereby extended until June 1, 1998.
Paragraph Number 5, the obligation to be performed on June 1, 1998 is
hereby extended until July 1, 1998.
Paragraph Number 5, the obligation to be performed on July 1, 1998 is
hereby extended until August 1, 1998.
Paragraph Number 5, the obligation to be performed on August 1, 1998 is
hereby extended until September 1, 1998.
Paragraph Number 5, the obligation to be performed on September 1, 1998
is hereby extended until October 1, 1998.
2. As to the Put/Option Agreement, dated August 22, 1997, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
agrees to use his best efforts so that, provided ▇▇▇▇ ▇▇▇▇▇▇▇'▇ ▇▇, Inc. submits
the Series B certificate with a legal opinion, Group V Corporation ("GRPV") will
take all action necessary to effect the receipt by ▇▇▇▇ ▇▇▇▇▇▇▇'▇ ▇▇, Inc. of
7,800,000 shares of unrestricted common stock of GRPV following ▇▇▇▇ ▇▇▇▇▇▇▇'▇
▇▇, Inc.'s conversion of 100,000 shares of Series B Preferred Stock of GRPV.
3. As to the Put/Option Agreement, dated August 22, 1997, ▇▇▇▇ ▇▇▇▇▇▇▇'▇ ▇▇,
Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ agree that ▇▇. ▇▇▇▇▇▇▇▇▇▇'▇ obligations under the
Put/Option Agreement are dependent upon ▇▇▇▇ ▇▇▇▇▇▇▇'▇ ▇▇, Inc. delivering, in
accordance with the terms and conditions of that agreement, 7,800,000 shares of
unrestricted common stock of GRPV to be subject to the option and put
established by such agreement.
4. As to the Warrant Purchase Agreement dated August 22, 1997, ▇▇▇▇ ▇▇▇▇▇▇▇'▇
▇▇, Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ agree that it shall be a condition precedent to
the obligations of ▇▇▇▇ ▇▇▇▇▇▇▇'▇ ▇▇, Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ under the
Warrant Purchase Agreement that the following condition occur on or before
October 31, 1997:
A. Receipt by ▇▇▇▇ ▇▇▇▇▇▇▇'▇ ▇▇, Inc. of 7,800,000 shares of
unrestricted common stock of GRPV following conversion of 100,000 shares of
Series B Preferred Stock of GRPV.
5. As to the Warrant Purchase Agreement dated August 22, 1997 which includes
that certain Secured Promissory Note dated August 22, 1997 made by ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ in favor of ▇▇▇▇ ▇▇▇▇▇▇▇'▇ ▇▇, Inc. the installment due dates set
forth on page one of the Secured Promissory Note are extended as follows.
The installment due on October 1, 1997 is hereby extended until
November 1, 1997. The installment due on November 1, 1997 is hereby
extended until December 1, 1997. The installment due on December 1,
1997 is hereby extended until January 1, 1998. The installment due on
January 1, 1998 is hereby extended until February 1, 1998.
C:\clients\▇▇▇▇\Ext&ModAgr.doc
The installment due on February 1, 1998 is hereby extended until March
1, 1998. The installment due on March 1, 1998 is hereby extended until
April 1, 1998. The installment due on April 1, 1998 is hereby extended
until May 1, 1998. The installment due on May 1, 1998 is hereby
extended until June 1, 1998. The installment due on June 1, 1998 is
hereby extended until July 1, 1998. The installment due on July 1, 1998
is hereby extended until August 1, 1998. The installment due on August
1, 1998 is hereby extended until September 1, 1998. The installment due
on September 1, 1998 is hereby extended until October 1, 1998.
6. All other provisions of the agreements shall remain in full force and
effect.
If the foregoing modification and extension of the above referenced
agreements is acceptable to you, please sign in the space provided below.
Sincerely yours,
/s/ ▇▇▇▇ ▇. ▇▇▇▇
---------------------------------------
▇▇▇▇ ▇. ▇▇▇▇
Chief Executive Officer
APPROVED AND AGREED TO
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: An individual
C:\clients\▇▇▇▇\Ext&ModAgr.doc
