SECOND AMENDMENT TO CONTRACT TO PURCHASE
SECOND
AMENDMENT TO CONTRACT TO PURCHASE
THIS
SECOND AMENDMENT TO
CONTRACT TO PURCHASE (this
“Amendment”)
is
entered into on this 21st day of February, 2008 (the “Effective
Date”),
BETWEEN:
APC
GROUP, INC., a
Nevada
corporation and formerly Alaskan Products Company, LLC,
an
Alaska limited liability company (“APC”);
AND:
REEL-THING
INNOVATIONS, INC. (“Reel-Thing”);
APC
and
Reel-Thing are collectively referred to herein as the “Parties”
and
each as a “Party”.
All
other capitalized terms used in this Amendment and not otherwise defined have
the meanings set forth in that certain Contract to Purchase, dated July 10,
2003, as amended on May 5, 2005 (the “Contract”)
WHEREAS,
APC is
more than ninety (90) days past due on installment payments due under the
Contract;
WHEREAS,
Reel-Thing
desires to retroactively waive its right to reversion of the Assets and to
modify the Payment Schedule;
WHEREAS,
the
total amount in arrears as of the January 31st,
2008
was $291,810.80 (the “Past Due Amount”) which consisted of $238,000 of the
purchase price under the Contract and $53,810.80 of accrued late payment
interest;
WHEREAS,
Reel-Thing desires to convert the Past Due Amount into 1,209,524 restricted
shares (the “Shares”) of common stock, par value $.001 per share (the “Common
Stock”) of the Company in full satisfaction of the Past Due Amount;
WHEREAS,
APC
desires to issue the Shares to Reel-Thing in full satisfaction of the Past
Due
Amount;
WHEREAS,
the
Parties desire to amend the Payment Schedule for $195,000 of the purchase price
under the Contract which remains unpaid;
NOW,
THEREFORE,
in
consideration of the terms, conditions, agreements and covenants contained
herein and in the Contract, the receipt and sufficiency of which are
acknowledged by each Party, and in reliance upon the representations and
warranties contained in the Contract, the Parties hereto agree as
follows:
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President
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Vice
President
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Office
Mgr.
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Phone:
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Chairman
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Section
1. Reel-Thing
hereby agrees to retroactively waive its right to reversion of the Assets during
the period beginning on May 5, 2005 and ending on the Effective
Date.
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Reel-Thing
Innovations, Inc.
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Signature:
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Printed
name: ▇.
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Title:
President
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Signature:
/s/
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Signature:
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Title:
Treasurer
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Section
2.
Reel-Thing warrants and represents to APC that Reel-Thing (i) owns or has rights
in the Past Due Amount free and clear of any claim whatsoever by any parties;
(ii) has not pledged or encumbered the Past Due Amount in any manner; (iii)
has
granted no right, warrant, purchase option, or any other right which directly
or
indirectly affects the Past Due Amount; (iv) is aware that the Common Stock
to
be received upon conversion as provided in Section 3 hereof will be restricted
stock and will not be freely transferable by Reel-Thing and can only be
transferred or sold at some later date pursuant to federal and state exemptions;
(v) knows that no public market exists for the Shares and that Reel-Thing may
not have the ability to liquidate the investment readily; (vi) is acquiring
the
Shares solely for the its own account for investment purposes only and not
with
a view towards their distribution within the meaning of the Securities Act
of
1933 (the “Act”); (vii) has no agreement or other arrangement, formal or
informal, with any person to sell, transfer or pledge any part of the Shares
or
which guarantees Reel-Thing any profit of or indemnifies Reel-Thing for any
loss
with respect to the Shares; (viii) has no plans to enter into any agreement
or
arrangement of that nature; (ix) understands that it must bear the economic
risk
of the investment for an indefinite period of time because it cannot sell or
otherwise transfer the Shares in the absence of the registration provisions
of
all applicable securities acts; and (x) understands that APC has no obligation
to register the Shares under any securities act.
Section
3.
Reel-Thing and APC hereby irrevocably convert $291,810.80 consisting of $238,000
of the purchase price under the Contract and $53,810 of accrued late payment
interest into 1,209,524 restricted Shares of Common Stock of APC as of the
Effective Date. Reel-Thing represents and warrants that all offers and sales
by
the undersigned of the securities issuable to the undersigned upon conversion
shall be made pursuant to registration of the securities under the Act, or
pursuant to an exemption from registration under the Act. APC shall issue a
certificate or certificates for the number of Shares of Common Stock in the
name
of Reel-Thing Innovations, Inc. bearing a restrictive legend the same or
substantially similar to the following:
“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND
MAY
NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED WITHOUT EITHER: i)
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS, OR ii) SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL,
SATISFACTORY TO THE CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND
APPLICABLE STATE SECURITIES LAWS.”
Section
4.
The
Parties hereby agree that the Payment Schedule shall be modified such that
$5,000 is due on the Effective Date and twenty-four (24) installment payments
of
$ 7,916.67 are due on the first day of each month beginning on August 1, 2008
and ending on August 1, 2010. If the first day of the month is a Saturday,
Sunday or legal holiday in the U.S., then the installment payment shall be
due
on the first business day following such day.
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Section
5. The
Contract is hereby reaffirmed and ratified in all respects, except as expressly
provided herein. In the event of any conflict between the terms or provisions
of
this Amendment and the Contract, then this Amendment shall prevail in all
respects. Otherwise, the provisions of the Contract shall remain in full force
and effect.
Section
6.
The
Contract and this Amendment represent the entire understanding and Contract
between the parties with respect to the subject matter thereof and hereof and
can be amended, supplemented or changed, and any provision hereof can be waived,
only by written instrument making specific reference to the Contract and this
Amendment signed by the Parties thereto and hereto.
Section
7.
This
Amendment shall be binding upon the heirs, executors, administrators, successors
and permitted assigns of the parties hereto.
Section
8.
In the
event an arbitration, mediation, suit or action is brought by any party under
this Amendment or the Contract to enforce any of their terms, or in any appeal
therefrom, it is agreed that the prevailing party shall be entitled to
reasonable attorney’s fees to be fixed by the arbitrator, mediator, trial court
and/or appellate court.
Section
9.
If any
provision of this Amendment is held to be illegal, invalid or unenforceable
under present or future laws effective during the term hereof, such provision
shall be fully severable and this Amendment and the Contract, shall be construed
and enforced as if such illegal, invalid or unenforceable provision never
comprised a part hereof; and the remaining provisions hereof and thereof shall
remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom. Furthermore,
in
lieu of such illegal, invalid and unenforceable provision, there shall be added
automatically as part of this Amendment and the Contract a provision as similar
in nature in its terms to such illegal, invalid or unenforceable provision
as
may be legal, valid and enforceable.
Section
10.
This
Amendment shall be deemed an Contract made under the laws of the State of Nevada
and shall be governed by and construed in accordance with the law of said state
without regard to the principles of conflict of laws, and any suit, action
or
proceeding arising out of or relating to this Amendment shall be commenced
and
maintained in any court of competent subject matter jurisdiction in ▇▇▇▇▇
County, Las Vegas, Nevada, and any objection to such jurisdiction and venue
is
hereby expressly waived.
Section
11.
This
Amendment may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which taken together shall constitute one and
the
same instrument. This Amendment may be executed by telecopied signatures with
the same effect as original signatures.
(Signatures
on next page)
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IN
WITNESS WHEREOF,
the
undersigned have caused this Amendment to be duly executed as of the date first
above written.
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Signature:
/s/
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Printed
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Title:
President
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Reel-Thing
Innovations, Inc.
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Signature:
/s/
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Printed
name: ▇.
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Title:
President
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Signature:
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Printed
name: ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
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Title:
Treasurer
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