EXHIBIT 10.5
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December 23, 2000
Capco Energy, Inc.
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Re.: Amendment to Letter Agreement dated August 23, 2000 to Acquire Equity
Position in Meteor Stores, Inc., a New Mexico Corporation ("MSI").
Gentlemen:
Pursuant to negotiations, ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. ("OSPC") (the "Buyer") and
Capco, Energy, Inc. ("CEI") (the "Seller") hereby agree to amend the above
referenced agreement and the amended agreement will read as following:
o Scope of Acquisition: Buyer to acquire Fifty-five percent (55%) of MSI
common stock, which is currently owned and held by CEI.
o Purchase Price: The Purchase Price for the stock being acquired shall be
Four Hundred Forty Thousand US dollars ($440,000). The purchase Price shall
be paid as following: $55,000 already paid and on account with CEI shall be
applied as cash payment towards the transaction. $116,250 resulting from
surrender of 125,000 shares @ $0.93 per share of CEI common stock by ▇▇▇▇▇
▇▇▇▇▇▇▇ shall be applied to the purchase price. The balance of $268,750
("Final Payment") shall be paid upon closing in form of surrender of 288,978
shares of CEI common stock valued at $0.93 per share.
o Effective Date and Control: The effective date of this transaction shall be
January 1, 2000 and the Buyer shall be deemed in control of the management
of MSI as of that date. CEI's equity position in MSI shall be for investment
purposes only.
o Closing: The Closing shall take place upon presentation of the Finial
Payment to the seller by the Buyer.
o Basis for Purchase Price Determination: The attached schedule ("Exhibit A")
was used for determination of the Purchase Price.
o Financial Statements: Subject to adjustments noted elsewhere in this Letter
Agreement and other adjustments that are necessary in ordinary course of
business, MSI' s pro forma financial statements which were made part of the
CEI's acquisition agreement shall set out corporation's starting assets,
liabilities and equity. Such financial statements shall be subject to
adjustments as required by this agreement made part of this Letter Agreement
and attached as Exhibit B. The value of MSI shall not be any less then
Enterprise Value determined in Exhibit A.
o CEI's Disclaimer and Assignments: It is understood that the Buyer is
conducting this transaction on "as is, where is" basis. CEI will not be held
responsible for any actions and / or claims arising out of this transaction.
MSI shall continue to be entitled to all the adjustments that are due from
Meteor Industries, Inc. ("MMI") resulting from CEI' s acquisition of MSI
from MMI. Further, in this regard, CEI will make assignments in favor of MSI
for all of the MSI's rights as per acquisition contract(s) between CEI and
MMI.
o Adjustments and Inter-Company Accounts: CEI shall re-assume the note payable
to MII regarding the Petrosantander transaction. All accounts between the
Seller and MSI containing pre and post Effective Date transactions
("Inter-company Accounts") shall be reconciled. Both the buyer and the
seller will contribute their proportionate share towards elimination of
working capital deficit of MSI. The adjustments will take place within 120
days from the closing date. Such period may be extended by a mutual
agreement.
o Post Closing Adjustments and Actions: Any and all post closing adjustments
shall be resolved within 120 days from the closing date unless such 120 days
period is waived and or extended by a mutual agreement between the Seller
and Buyer. CEI shall obtain a release on all of MSI's common stock except
for their 45% position in the MSI common stock from any party / parties
where MSI stock may have been pledged as a collateral.
o Previous Agreements: This amended agreement and exhibits attached herewith
will supercede all previous agreements, Exhibits, and closing statements.
When fully signed in the spaces provided below, this amended Letter Agreement
shall be binding upon the Buyer, Seller, and MSI.
Agreed to and accepted: Agreed to and accepted:
Capco Energy, Inc. ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
/signed/ /signed/
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By: ______________________ By: _______________________
Its _______________________ Its: ________________________
Date: _____________________ Date: _______________________
Agreed to and accepted:
Meteor Stores, Inc.
/signed/
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By: ______________________
Its _______________________
Date: _____________________
