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EXHIBIT 10.2
FIRST AMENDMENT TO APRIL 13, 1998 AGREEMENT
BY AND BETWEEN
AMERIVISION COMMUNICATIONS, INC.
AND XXXX XXXXXXXX
THIS FIRST AMENDMENT TO APRIL 13, 1998 AGREEMENT BY AND BETWEEN
AMERIVISION COMMUNICATIONS, INC. AND XXXX XXXXXXXX (this "Amendment") is made as
of this 31st day of December, 1998, by and between AmeriVision Communications,
Inc., an Oklahoma corporation (the "Company"), Xxxx Xxxxxxxx, an individual
residing at 0000 Xxxxxxxxxx, Xxxxxx, Xxxxxxxx 00000 ("Xx. Xxxxxxxx"), and
Xxxxxxx Xxxxxxxx, an individual residing at 1905 Ridgecrest, Xxxxxx, Xxxxxxxx
00000 and wife of Xx. Xxxxxxxx ("Xxx. Xxxxxxxx").
AGREEMENT:
The parties hereto acknowledge and agree that the following recitals
are an accurate description of the facts relating to the subject matter of the
Agreement and this Amendment:
WHEREAS, the Company and Xx. Xxxxxxxx entered into that certain
Agreement dated the 13th day of April, 1998 (the "Agreement");
WHEREAS, the Agreement provided, among other things, for the surrender
to the Company by Xx. Xxxxxxxx of all the stock of VisionQuest Marketing
Services, Inc., an Oklahoma corporation ("VisionQuest"), directly or indirectly
owned by Xx. Xxxxxxxx and the payment under certain circumstances by the Company
to Xx. Xxxxxxxx of $200,000 on April 13, 1999 (the "$200,000 Payment");
WHEREAS, on July 1, 1998, Mr. and Xxx. Xxxxxxxx agreed to the payment
of $50,000 by VisionQuest to Xxx. Xxxxxxxx in exchange for all stock of
VisionQuest owned by her or held in her name, and on that date such payment was
made and such stock was transferred to, and placed in the treasury of,
VisionQuest;
WHEREAS, in exchange for, and as an integral part of the transaction
described in the previous paragraph, Xx. Xxxxxxxx agreed to forego any right to
the $200,000 Payment;
WHEREAS, there are no changes to the Agreement except as stated below;
and
WHEREAS, the foregoing transfers and transactions having occurred, the
purpose of this Amendment is to acknowledge such facts and transactions and
revise the Agreement to reflect the same.
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NOW, THEREFORE, taking the foregoing into account, and in consideration
of the mutual covenants and agreements set forth herein, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Revision of Last Sentence of Section 4c. The last sentence of
Section 4c (i.e. "If Xxxxxxxx complies with this clause 4c, Xxxxxxxx will be
paid $200,000 on April 13, 1999 as an additional payment.") is hereby stricken
in its entirety.
2. Replacement of Section 6. Section 6 is hereby stricken in its
entirety.
3. Full Force and Effect; No Revision. As of the date hereof, the
Agreement is in full force and effect, and has not been revised or amended other
than as set forth herein.
4. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5. Entire Agreement. This Amendment and the Agreement (as amended)
constitute the entire agreement of the parties hereto with respect to the
subject matter hereof and thereof and supersede and cancel all prior agreements
and understandings between them or any of them as to such matter.
[SIGNATURE PAGE FOLLOWS]
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SIGNATURE PAGE FOR FIRST AMENDMENT TO APRIL 13, 1998
AGREEMENT BY AND BETWEEN
AMERIVISION COMMUNICATIONS, INC.
AND XXXX XXXXXXXX
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
AMERIVISION COMMUNICATIONS, INC.
By: /s/ XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxx
Title: President and CEO
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
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