EXHIBIT 10.6
U.S. Gas & Electric, Inc.
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September 16, ▇▇▇▇
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Big Apple Energy, LLC
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Re: Natural Gas Sales Agreement dated as of February 25, 2003, as amended
("Agreement") between Big Apple Energy, LLC ("BAE") and U.S. Gas &
Electric, Inc. ("USGE")
Dear ▇▇▇▇▇▇:
We refer to the Agreement. This letter shall confirm the agreement of USGE
and BAE, that, effective automatically upon USGE's delivery to BAE payment
$233,394.65, on or before October 7, 2004, together with a promissory note in
the form attached hereto as Exhibit "A", that:
1. As of the date of such delivery, the "Obligations" under the Agreement
shall be $-0-; and all terms and provisions of the Agreement are ratified and
reaffirmed;
2. USGE agrees to issue to BAE 100,000 shares of its Class A Common Stock,
par value $0.0001 per share, upon successful completion of USGE's plan of
reorganization currently contemplated by USGE, whether or not the same occurs
prior to, on or subsequent to any termination of the Agreement; and
3. BAE consents to the liens granted to WebBank in the collateral securing
the Obligations under the Agreement, and shall execute and deliver to USGE and
WebBank a subordination agreement in substantially the form of Exhibit "B"
attached hereto, together with such other modifications as WebBank may request.
4. This letter supersedes the letter executed by the parties on September
15th, rendering it of no force and effect ab initio.
[signatures appear on next page]
Big Apple Gas & Electric, Inc.
September 16, 2004
Page 2
Please indicate your agreement to and acknowledgment of the foregoing by
executing a copy of this letter in the place indicated below and returning same
to me.
Sincerely yours,
U.S. GAS & ELECTRIC, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇, Chairman and CEO
Agreed and Acknowledged:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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