exh10-1_amd.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

     

     

     

    EXHIBIT 10.1

     

    AMENDMENT NO. 1 TO LETTER-FORM AGREEMENT

    (PROJECT "A")

     

     

     

     

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AMENDMENT
NO. 1 TO

    LETTER-FORM
AGREEMENT

    (PROJECT
“A”)

    


    AMENDMENT
NO. 1 (this “Amendment”) TO LETTER-FORM AGREEMENT (Project “A”) dated February
15, 2007 (the “Agreement”) is entered into as of February 29, 2008 by and
between Park Premier Mining Company, a Utah corporation, f/k/a Cummings Mining
Company, a/k/a Park Premier Properties; and Park Cummings Mining Company, a Utah
corporation, as their respective interests may appear (collectively, “Seller”),
and Talisker Realty Limited, a Utah limited liability company
(“Buyer”).

    


    Recitals

    


    The
Agreement memorializes Seller’s agreement to sell, and Buyer’s agreement to
purchase all right, title and interest in and to approximately 303.1 acres of
Seller’s land in Wasatch County, Utah, as described more particularly in Exhibit
“A” to the Agreement (the “Sale Property”), upon the terms, conditions, and
covenants contained in the Agreement.  The parties wish by this
Amendment to amend the Agreement to provide for an extension of the Closing Date
and an earnest money deposit by Buyer which will be applied to the Purchase
Price at Closing.

    


    NOW THEREFORE, in consideration of the
agreements contained in this Amendment, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Parties agree as follows:

    


    1. Definitions.
Capitalized terms used but not otherwise defined in this Amendment have the
meanings assigned to them in the Agreement after giving effect to this
Amendment.

    


    2. Earnest Money
Deposit. On or before March 28, 2008, Buyer shall pay $200,000 to Seller
as “Earnest Money.”  The Earnest Money shall be applied as a credit
toward the Purchase Price at Closing, and except for such use, the Earnest Money
is non-refundable.

    


    3. Amendment to Closing
Date.  The third sentence of section A of the Agreement is
deleted in its entirety [“Thereafter, the Closing shall occur within three (3)
calendar days of ratification of this Agreement by at least a majority of the
Seller’s Shareholders and satisfaction of the conditions below.”] and the
following is substituted in its place:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
Closing of the transactions contemplated hereby shall take place on April 29,
2008 at a place and time to be mutually agreed upon by Seller and Buyer,
including an “attorney escrow closing by mail,” or at such other place, time or
date as shall be mutually agreed upon by Seller and Buyer.

     

    


    4. Selection of Land Swap Lots
by Seller.  The first line of section 1 (a) of the Addendum to
Agreement is deleted in its entirety [“Commencing at and for a period of 24
months following Closing (the “Selection Period”), and subject to the
limitations of this subparagraph “a” and the provisions of Paragraph 2, below,
the Seller’s Representative shall select Lots having a combined “Value”
(determined as described below) of at least $3,500,000 but not more than
$4,000,000 from among the then existing inventory of Lots that have been priced
and released to the general public for purchase or for formal reservation, and
that are either not then under contract or reservation, or that are under
contract or reservation pursuant to a non-arms-length contract or reservation
that is at least six months old and that is with a person or entity controlled
by Buyer.”], and the following is substituted in its place:

    


    Commencing
at the date of this Amendment and for a
period of 24 months following Closing (the “Selection Period”), and subject to
the limitations of this subparagraph “a” and the provisions of Paragraph 2,
below, the Seller’s Representative shall select Lots having a combined “Value”
(determined as described below) of at least $3,500,000 but not more than
$4,000,000 from among the then existing inventory of Lots that have been priced
and released to the general public for purchase or for formal reservation, and
that are either not then under contract or reservation, or that are under
contract or reservation pursuant to a non-arms-length contract or reservation
that is at least six months old and that is with a person or entity controlled
by Buyer.

    


    
      	
              5.    

            	
              Miscellaneous.

            


    

    


    (a) The
Agreement, as amended by this Amendment, is hereby ratified and confirmed and
shall continue to be in full force and effect in accordance with its terms as
amended by this Amendment.

    


    (b) This
Amendment may be executed in any number of original, facsimile or electronic
counterparts, all of which together shall constitute one and the same instrument
and any Party may execute this Amendment by signing any such
counterpart.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) The
captions and section headings appearing in this Amendment are included solely
for convenience of reference and are not intended to affect the interpretation
of any provision of this Amendment.

    


    IN
WITNESS WHEREOF, the Parties to this Amendment have caused this Amendment to be
duly executed as of the day and year first above written.

    


     

    
      
        	

                Park
      Premier Mining Company

              	 	 	Talisker Realty
      Limited	 
	 	 	 	 	 
	 	 	 	 	 
	By:  /s/ Robert W.
      Dunlap                           
       	 	 	By:  /s/ David J.
      Smith                         
       	 
	
                 

              	 	 	
                 

              	 
	
                Its:  
      President                                             
      

              	 	 	
                Its:  Authorized Signing
      Officer