EXHIBIT 10.28
XSTREAM BEVERAGE NETWORK, INC.
▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
P. ▇▇▇-▇▇▇-▇▇▇▇ F. ▇▇▇-▇▇▇-▇▇▇▇
January 8th 2005
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President
Master Distributors, Inc.
▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: AGREEMENT TO DEFER CERTAIN PAYMENTS
Dear ▇▇▇▇▇▇,
This letter will serve to confirm the agreement by and between XStream Beverage
Network, Inc. a Nevada corporation ("the Company"), Master Distributors,
Inc.("Master") and you regarding payments due to you under the terms of your
employment agreement dated July 1st 2004 and the letter of agreement dated
September 29th 2004 and payments due to Master Distributors, Inc under the terms
of the Company's promissory note and the Purchase and sale agreement of July 1st
2004 (collectively "the Agreements")
You have kindly agreed to defer all payments due to you and Master Distributors
under the terms of the Agreements until April 14th 2005 upon which date all
payments due under the Agreements shall be made in full. As an inducement for
your agreement to these terms, the Company shall cause to be issued to you
150,000 shares of its common stock, which shares shall be subject to the
restrictions of regulation 144 of the SEC.
This letter of agreement constitutes the entire agreement between the parties,
and supersedes all prior oral or written agreements, understandings,
representations and warranties, and courses of conduct and dealing between the
parties on the subject matter hereof and may be amended or modified only by a
writing executed by all of the parties hereto.
This letter of agreement is and shall be governed by and construed under the
laws of the State of Florida without regard to conflicts of laws principles. The
parties hereto hereby agree to submit any disputes hereunder to a court of
competent jurisdiction in Palm Beach County, Florida.
This letter of agreement may be executed in one or more counterparts which may
be transmitted as an executed agreement by facsimile, each of which will be
deemed to be an original copy of this letter and all of which, when taken
together, will be deemed to constitute one and the same agreement.
No waiver of any provision of this Agreement in any instance shall be deemed to
be a waiver of the same or any other provision in any other instance. Failure of
any party to enforce any provision of this Agreement shall not be construed as a
waiver of its rights under such provision.
If you are in agreement with the foregoing, please sign and return one copy of
this letter of agreement, which thereupon will constitute our agreement with
respect to its subject matter.
Very truly yours,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice Chairman & Director
Agreed to and Accepted this 8th day of January, 2005
For Master Distributors, Inc.
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By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. President
Agreed to and Accepted with respect to the terms of this letter relating to
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ this 8th day of January, 200
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By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇