exh10-3_amd.htm


     

    
      

      

    

     

     

     

     

     

     

     

    EXHIBIT 10.3

     

    AMENDMENT NO. 1 TO LETTER-FORM AGREEMENT

    (PROJECT "C")

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AMENDMENT
NO. 1 TO

    LETTER-FORM
AGREEMENT

    (PROJECT
“C”)

    


    AMENDMENT
NO. 1 (this “Amendment”) TO LETTER-FORM AGREEMENT (Project “C”) 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 Ranch 248, Inc., a Delaware corporation (“Buyer”).

    


    Recitals

    


    The
Agreement memorializes Seller’s and Buyer’s agreement to form a mutually
acceptable joint venture entity domiciled in Utah for the sole purpose of
developing and selling approximately 30 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, to correctly identify
Buyer, and to allow for Seller’s designated entity to be a member of the Joint
Venture Entity.

    


    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. Buyer.  “Buyer”
means Ranch 248, Inc., a Delaware limited liability company.

    


    3. Amendment to Closing
Date.  The second sentence of section A of the Agreement is
deleted in its entirety [“Thereafter 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 (the ‘Formation Date’),
the Parties shall form a mutually-acceptable joint-venture entity (e.g., limited
liability company) domiciled in Utah (the ‘Joint Venture Entity’) for the sole
purpose of developing and selling the Property, including the construction of
homes thereon (the ‘Project’), and shall prepare and execute a definitive joint
venture agreement 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      and/or
charter documents (e.g., an operating agreement) that reflect the terms and
conditions of this Letter Agreement (collectively, ‘Definitive JV Agreement’)”],
and the following is substituted in its place:

    

    


    Thereafter,  on or before 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 (the “Formation Date”), the
Parties shall form a mutually-acceptable joint-venture entity (e.g., limited
liability company) domiciled in Utah (the “Joint Venture Entity”) for the sole
purpose of developing and selling the Property, including the construction of
homes thereon (the “Project”), and shall prepare and execute a definitive joint
venture agreement and/or charter documents (e.g., an operating agreement) that
reflect the terms and conditions of this Letter Agreement (collectively,
“Definitive JV Agreement”). Seller may designate a
wholly owned subsidiary to be a party to the Joint Venture
Entity.

    


    
      	
              4.  

            	
              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	 	 Ranch
      248, Inc.	 
	 	 	 	 	 	 
	By: 	
              /s/
      Robert W. Dunlap

            	 	By:	
              /s/ 
      David J. Smith 

            	 
	 	
               

            	 	 	
               

            	 
	Its:	
              President 

            	 	Its:	
              Authorized
      Signing Officer