Exhibit 10.2
RIDER TO AGREEMENT AND PLAN OF REORGANIZATION
IN ADDITION TO THE TERMS AND CONDITIONS OF THE AGREEMENT AND PLAN OF
REORGANIZATION, DATED OCTOBER 9, 2003, (THE "AGREEMENT") BY AND BETWEEN PRELUDE
VENTURES, INC. ("PRELUDE"), AND ALLIANCE PETROLEUM PRODUCTS COMPANY
("ALLIANCE"), THE PARTIES AGREE TO THE FOLLOWING ADDITIONAL TERMS AND
CONDITIONS.
1. Immediately after the execution of the Agreement, a banking
account for Prelude shall be established with Xxxxx Xxxxxx and
Xxxxx Xxxxxxxx as the only signing parties. The parties agree
that $250,000 shall be allocated to each of Alliance and Tri
State Acquisition Corp. for working capital purposes (the
"Working Capital Advance").
2. Within a reasonable time after closing, but not to exceed 150
days, Prelude agrees to provide funding to pay Xxxxxx Bank
$3,500,000 to release its security interest on Alliance's
equipment, and pay-off, such amounts owed to Xxxxxx Bank by
APMC Oil Company, Inc.
3. The Alliance shares to be delivered to Prelude in accordance
with the Agreement shall be held in escrow. Xxxxxxx X. Xxxxx,
P.C. shall be the escrow agent.
4. If Prelude does not arrange for the pay-off of Xxxxxx Bank as
set forth in section 2, Alliance shall have the option of
notifying the escrow agent to return the shares of Alliance,
and rescind the Agreement, without any recourse to the Working
Capital Advance.
5. If section 2 becomes applicable, then all of the parties to
the Agreement agree that no party shall be entitled to file
any claim or lawsuit against any other party to this
Agreement, seeking the return of the Working Capital Advance
hereunder.
6. An additional 5,000,000 shares of common stock of Prelude
shall be issued to WorldLink International Network, Inc.
("WorldLink") pursuant to the written directions of WorldLink
twenty-four months after the execution of the Agreement.
IN WITNESS WHEREOF of the corporate parties hereto have caused this Agreement to
be executed by their respective officers, hereto duly authorized, as of the 9th
day of October, 2003.
Prelude Ventures, Inc.
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By: Xxxxxxx Xxxxxxxx
President
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Alliance Petroleum Products Company
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By: Xxxxxxx Xxxxxxx
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