AGREEMENT AMENDMENT
This Amendment is made this 19th day of December 2002, by and between UMDN,
Inc., a Delaware corporation ("Provider"), and Leisure Services Corporation, a
Nevada corporation ("Leisure").
WITNESSETH
WHEREAS, Provider and Leisure entered into a certain Agreement dated October 4,
2002; and,
WHEREAS, the parties are willing to amend the original Agreement as stated
below.
NOW THEREFORE, for and in consideration of the terms, covenants and conditions
herein contained, Provider and Leisure agree as follows:
1. Provider and Leisure hereby agree that all obligations, by and between the
parties, arising out of the original Agreement shall be suspended, for a period
of one hundred and twenty (120) calendar days, through close of business on
April 18, 2003 ("Suspension Expiration"). Any and all claims/causes of actions
arising out of or relating to the performance of the Agreement are waived
through the Suspension Expiration date.
2. Leisure hereby agrees to make payment to Provider in the amount of Twenty
Thousand ($20,000.00) Dollars, in the form of a Cashiers Check or through a wire
transfer, by close of business on December 20th, 2002. Provider hereby agrees
that payment made by Leisure pursuant to this provision shall constitute full
satisfaction of payment obligations from the start date of the Agreement through
the Suspension Expiration.
a. On or before the Suspension Expiration, Leisure will elect, in its sole
discretion, one of the following two options, details of which are
described in Sections 2.b. and 2.c., below: Option (1) - terminate the
Agreement; Option (2) - reinstate the Agreement.
b. Pertaining to Option (1) above, if Leisure elects to terminate the
Agreement, Leisure agrees to make payment in the amount of One-Hundred
Thousand Dollars ($100,000.00), for Settlement and Termination of the
Agreement, to Provider within 15 calendar days of the Suspension
Expiration.
c. Pertaining to Option (2) above, if Leisure elects to reinstate the
Agreement, the first payment of $25,944, outlined in Schedule A of the
Agreement, must be received by Provider within 15 calendar days of the
Suspension Expiration. Each subsequent payments' due date, as outlined in
Schedule A, shall be set accordingly from the date of the first payments
receipt. All obligations under the Agreement shall then be enforced as if
the first payment date were the start date of the Agreement.
3. In the event of Leisure's payment for termination it is agreed that these
payments shall constitute full satisfaction of payment obligations under the
Agreement, the Agreement shall be terminated, neither party shall have any
further obligation under the Agreement and any and all claims/causes of actions
arising out of or relating to the Agreement shall be waived for all time.
4. Neither Provider nor Leisure shall make any statements that may be construed
as negative toward the other or the other's business.
5. This Agreement may be executed simultaneously in two or more counterparts,
and in facsimile, each of which shall be deemed an original but which, together,
shall constitute but one Agreement.
6. Any provision of this Amendment which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provisions in any
other jurisdiction.
7. Each party warrants that it had the authority to enter into this agreement
and to lawfully perform its obligations hereunder.
IN WITNESS WHEREOF, Provider and Leisure voluntarily and knowingly execute this
Agreement as of the date first set forth above.
UMDN, Inc.
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx, President
Date: December 19, 2002
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Leisure Services Corporation
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, President
Date: December 19, 2002
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