Amendment to Stock Purchase and Release Agreement between Diversified Financial Resources Corp., Diversified Holdings I, Inc., and Affiliates

Summary

This amendment updates the original Stock Purchase and Release Agreement dated August 8, 2005, between Diversified Financial Resources Corp., Diversified Holdings I, Inc., and their affiliated entities. It adds terms regarding the transfer of Salt Lake Development Corporation (SLDC), releases certain promissory notes and related obligations, and confirms that SLDC is transferred "as is" with all known liabilities. All other terms of the original agreement remain unchanged.

EX-10.2 3 doc3.txt Exhibit 10.2 Amendment to Stock Purchase and Release Agreement AMENDMENT TO STOCK PURCHASE AND RELEASE AGREEMENT This Amendment to Stock Purchase and Release Agreement (the "Amendment") between the undersigned seller and affiliated entities ("Seller") and purchaser and affiliated entities ("Purchaser") (collectively, the "parties") is dated October __, 2005. WHEREAS, the parties previously entered into a Stock Purchase and Release Agreement dated August 8, 2005 (the "Agreement") for the sale and purchase of the majority of outstanding stock of Salt Lake Development Corporation, a Nevada corporation and successor in interest to a Utah corporation of the same name (both "SLDC"). WHEREAS, in consideration of moving forward with the closing under the Agreement, the parties agree to add the following terms and conditions to the Agreement: 1. The transfer and delivery of SLDC by Seller is pursuant to the agreement and approval of Wichita Development Corporation, a subsidiary of Diversified Financial Resources Corp. and majority shareholder of SLDC. 2. Purchaser hereby releases and forever discharges Wichita Development Corporation and its affiliated entities from the Promissory Note dated June 30, 2003 in the amount of $150,000 between Wichita Development Corporation and Diversified Holdings I, Inc., a Nevada corporation. This release includes all accrued interest, penalties, security and related obligations under the Note. 3. SLDC is conveyed to Purchaser "as is" and with all liabilities known by Purchaser. 4. The full and complete release of the $230,000 Promissory Note of Diversified Financial Resources Corp. and BTA Mineral Servitude Corporation S.A. de C.V. held by West Jordan Real Estate Holdings, Inc., a Utah corporation, and its affiliates, as referenced in the Agreement, includes the release of all principal, accrued interest, penalties, security and related obligations under the Note. The foregoing terms and conditions are in addition to those in the Agreement. The remaining terms and conditions of the Agreement will remain the same. "Seller" "Purchaser" Diversified Financial Resources Corp. Diversified Holdings I, Inc. By:/s/Dennis Thompson By:/s/Richard Surber -------------------- ------------------ Name :Dennis Thompson Name: Richard Surber ---------------- --------------- Title:_President Title: President --------- --------- Wichita Development Corp. West Jordan Real Estate Holdings By:/s/Dennis Thompson By:/s/Richard Surber -------------------- ------------------ Name: Dennis Thompson Name: Richard Surber ---------------- --------------- Title:_President Title: President --------- --------- BTA Mineral Servitude Corporation Hudson Consulting Group, Inc. S.A. de C.V. By:/s/Dennis Thompson By:/s/Richard Surber -------------------- ------------------ Name :Dennis Thompson Name:Richard Surber ---------------- --------------- Title: President Title:President --------- --------- Salt Lake Development Corp. (UT) Diversified Holdings XIX, Inc. By:/s/Dennis Thompson By:/s/Dennis Thompson -------------------- ------------------- Name: Dennis Thompson Name: Dennis Thompson ---------------- ---------------- Title: President Title: President --------- --------- Salt Lake Development Corp. (NV) By:/s/Dennis Thompson -------------------- Name: Dennis Thompson ---------------- Title: President ---------