AGREEMENT MODIFICATION
This is a modification to the Agreement between Red Xxxx Brewing
Company and CDB Finance Corporation dated September 12, 2001, a copy of which is
attached hereto.
A. Second recital is deleted. It is agreed that a mistake was made in
the recitals. That while CDB Finance Corporation did supply financial assistance
and advice as lenders, it is not acting and never did act with Red Xxxx Brewing
Company as part of Red Xxxx Brewing Company's management team and/or Red Xxxx
Management.
B. Under Duties of CDB.
2. The term of the period has changed from 3 years to 2 1/2 years.
Also, the last sentence stating that the "said payment shall be used to repay
any then outstanding indebtedness of Red Xxxx to CDB" is removed.
3. Item number 3 is void.
In all other respects the agreement date September 12, 2001 remains in force and
effect.
In witness hereof and intending to be legally bound hereby we set forth our
hands and seals.
Red Xxxx Brewing Company
/s/ Xxxxx X. Xxxx Date: December 3, 2001
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Xxxxx X. Xxxx, President/Director
/s/ Xxxxx Xxxxxx Date: December 3, 2001
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Xxxxx Xxxxxx, Director
/s/ Xxxxxxx Xxxxxxx Date: December 3, 2001
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Xxxxxxx Xxxxxxx, General Counsel
CDB Finance Corporation
/s/ Xxxxxx X. Xxxxx Date: December 3, 2001
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Sworn and subscribed before me this day
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of , 2001
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Notary Public
AGREEMENT
It is on this 12th day of September, 2001, agreed by and between Red Xxxx
Brewing Company and CDB Finance Company that:
WHEREAS, Red Xxxx Brewing Company and CDB Finance Company have entered into
a series of negotiations and CDB has agreed to finance the development a Red
Xxxx Brew pub in Manayuunk, Philadelphia, PA, and to finance the production of
bottled Red Xxxx Beer;
WHEREAS, In addition to the financial assistance to be provided by CDB, CDB
has acted as a part of the Red Xxxx management team providing guidance,
direction and acting in concert with and as a part of Red Xxxx Management in
order to strengthen the Red Xxxx entity;
WHEREAS, The parties desire to clarify and solidify some of the obligations
each has undertaken;
For, and in consideration of the above recitals, and intending to be
legally bound hereby, the undersigned parties agree that:
Duties of Red Xxxx Brewing Company
Red Xxxx hereby agrees to:
1. Provide 1.5 million shares of Company stock to CDB Finance subject to
the below terms and conditions;
2. Sign the attached Board of Director's Resolutions;
3. Sign the renewals of two loans in the forms attached hereto; and
Duties of CDB
CDB Finance hereby agrees to:
1. On September 12, 2001, provide $38,000 for the Contractor at the
Manayunk project. Said funds are to be deducted from the obligation of Manayunk
Ventures to fund the amount of $150,000 into that project pursuant to a separate
agreement;
2. Hold the 1.5 million shares of stock provided pursuant to this agreement
and shall not encumber, transfer or pledge such shares until the passing of
three years from the date of receipt. During that three year period, Red Xxxx
shall have the option to purchase those shares from CDB for a price of 20 cents
per share. Red Xxxx shall have the right to purchase all of these shares at once
or a smaller number of the shares at any time during that three year period. At
the end of three years, Red Xxxx shall be obligated to purchase the shares at 20
cents per share.
In addition, in the event that at the end of three years, the share price is
less than 20 cents per share, Red Xxxx shall also have the option to pay to CDB
the difference between the then prevailing share price and 20 cents per share.
Said payment shall be used to repay any then-outstanding indebtedness of Red
Xxxx to CDB.
3. Provide $110,000 to Red Xxxx to be used to pay Matt Brewing Co. and the
federal bureau of Alcohol Tobacco and Firearms ("ATF") in order to permit Red
Xxxx to contract with Matt Brewing for the production of bottled beer.
4. Cause Manayunk Ventures to provide the balance of the funds owed to Red
Xxxx under the August 14, 2001 Promissory note as soon as Red Xxxx causes
$150,000 to be invested and to be used to develop the Manayunk project.
In witness hereof and intending to be legally bound hereby we set forth our
hands and seals.
/s/ Xxxxxx Xxxxxxx Date: September 12, 2001
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Red Xxxx Brewing Company
/s/ Xxxxxx X. Xxxxx Date: September 12, 2001
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CDB Finance
/s/ Xxxxx Xxxxxxx Date: September 12, 2001
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Witness
