exh10-2_amd.htm


     

    
      

      

    

     

     

     

     

     

     

    EXHIBIT 10.2

     

    AMENDMENT NO. 1 TO LETTER-FORM AGREEMENT

    (PROJECT "B")

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AMENDMENT
NO. 1 TO

    LETTER-FORM
AGREEMENT

    (PROJECT
“B”)

    


    AMENDMENT
NO. 1 (this “Amendment”) TO LETTER-FORM AGREEMENT (Project “B”) dated February
15, 2007 (the “Agreement”) is entered into as of February 29, 2008 by and
between Robert & Kathy Dunlap (collectively, “Seller”), and Tuhaye LLC, a
Utah limited liability company (“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 40 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 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. Amendment to Closing
Date.  The first sentence of section A of the Agreement is
deleted in its entirety [“Within three (3) calendar days of execution of this
Agreement by the Parties 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, (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:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    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”), Buyer and an entity owned by Seller 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, (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”).

    


    
      	
              3.  

            	
              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.

    


     

    
      
        	 	 	 	Tuhaye
      LLC	 
	
                /s/
      Robert W. Dunlap

              	 	 	
                 

              	 
	
                
                  Robert
      W. Dunlap

                

              	 	 	
                By: /s/ David J.
      Smith                
      

              	 
	 	 	 	 	 
	 	 	 	Its:  Authorized Signing
      Officer   	 
	/s/
      Kathy L. Dunlap	 	 	 	 
	
                      
                  Kathy
      L. Dunlap