ex10-21.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ADDENDUM
NO. 1 TO

    STOCK
ACQUISITION AGREEMENT

    BY
AND BETWEEN

    BENCHMARK
PERFORMANCE GROUP, INC.

    AND

    INTEGRATED
ENVIRONMENTAL TECHNOLOGIES, LTD.

    


    THIS ADDENDUM NO. 1 TO STOCK
ACQUISITION AGREEMENT (“Addendum No. 1”) is made and entered into effective this
26th
day of August, 2008, by and between BENCHMARK PERFORMANCE GROUP,
INC., a Texas Corporation (“Benchmark”) and INTEGRATED ENVIRONMENTAL
TECHNOLOGIES, LTD., a Nevada Corporation (“IEVM”).

    


    RECITALS

    


    A. Benchmark
and IEVM entered into a stock acquisition agreement on or about June 20, 2007
(the “Stock Acquisition Agreement”), wherein Benchmark agreed to acquire
Thirty-Five Million (35,000,000) shares (the “Shares”) of the common stock, par
value $0.001, of IEVM for an aggregate purchase price of Three Million Five
Hundred Thousand USD ($3,500,000) (the “Purchase Price”) ($0.10 per
share).

    


    B. Pursuant
to Section 3 of the Stock Purchase Agreement, the Purchase Price shall be paid
(and the Shares shall be issued) in seven (7) installments.

    


     

    C. As of the
date of this Addendum No. 1, four (4) installments have been paid as
follows:  The First Installment of $312,000 was converted from
equipment deposits previously paid by Benchmark to IEVM on or about May 22,
2007; the Second Installment of $188,000 was paid by Benchmark to IEVM on or
about June 13, 2007; the Third Installment of $500,000 was paid by Benchmark to
IEVM on or about October 31, 2007; and the Fourth Installment of $500,000 was
paid in two increments, with one payment of $250,000 on or about May 2, 2008,
and the remaining $250,000 on or about May 12, 2008.

    


     

    D. Benchmark
and IEVM have determined that as a result of an economic down-turn, it is in the
best interest of IEVM to receive the Fifth Installment payment early and it is
in the best interest of Benchmark to make the Fifth Installment payment early
and prior to October 31, 2008 as previously agreed in the Stock Acquisition
Agreement.

    


     

    NOW,
THEREFORE, for and in consideration of the foregoing, and of the mutual
covenants, agreements, undertakings, representations and warranties contained
herein, the parties hereto agree as follows:

    


    1. The Fifth
Installment described in Section 3(e) of the Stock Acquisition Agreement is
hereby due concurrent with entering into this Addendum No. 1.

    


    2. As
consideration for the acceleration of the Fifth Installment, the payment set
forth in Section 3(e) of the Stock Acquisition Agreement is hereby reduced to
$400,000.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    3. There are
no further requirements of a subscription agreement for the remaining
installment payments and issuance of stock.

    


     

    4. Other
than as specifically provided in this Addendum No. 1, all other provisions of
the Stock Acquisition Agreement shall remain in full force and effect, the Stock
Acquisition Agreement as amended by this Addendum No. 1 constituting the sole
and entire agreement between the parties as to the matters contained herein, and
superseding any and all conversations, letters and other communications which
may have been disseminated by the parties relating to the subject matter hereof,
all of which are void and of no effect.

    


    IN
WITNESS WHEREOF, the parties have executed this Addendum as of the date first
above written.

    


    


    Integrated
Environmental Technologies, Ltd.,

    a
Nevada corporation

    


    


    


    By: /s/William E.
Prince                                                                                     

    Name:William
E. Prince

    Title:
President and Chief Executive Officer

    


    


    


    Benchmark
Performance Group, Inc.,

    a
Texas corporation

    


    


    


    By: /s/E. Wayne Kinsey,
III                                                                                                

    Name: E.
Wayne Kinsey, III

    Title:
President and Chief Executive Officer