Stock Exchange Extension and Closing Agreement between Hand Brand Distribution Inc. and GeneThera, Inc.

Summary

Hand Brand Distribution Inc. and GeneThera, Inc. agree to extend the offer to exchange stock for the remaining 210,400 shares of GeneThera until March 15, 2002. Hand Brand will reserve 631,200 of its authorized shares for this purpose. The parties confirm that all terms of their previous agreement have been fulfilled, the transaction is considered closed, and representations and warranties from the Stock Purchase Agreements will continue to apply after closing.

EX-10.2 4 e5245.txt Ex. 10.2 Hand Brand Distribution 9845 N.E. 2nd Avenue Miami Shores, Florida 33138 ###-###-#### February 25, 2002 GeneThera, Inc. 12635 Montview Blvd, Suite 211 Aurora, Colorado 80010 Attn: Mr. Antonio Milici Dear Tony: As of today's date, we have acquired 2,768,650 of the 2,979,050 common shares of GeneThera, Inc. We agree to extend the stock exchange offer on the remaining 210,400 shares of GeneThera, Inc., which we have not yet acquired until March 15, 2002, when the offer shall expire. We will reserve 631,200 of our authorized and not yet issued shares until that date. Further, this letter shall serve as our agreement among the undersigned that all terms and conditions of the letter of agreement dated January 14, 2002 have been satisfied in full. Effective immediately, we shall consider our transaction closed and all conditions met. The representations and warranties contained in the Stock Purchase Agreements shall survive this closing. The above accurately reflects the understandings with respect to the transaction. Sincerely, Hand Brand Distribution Inc. By: /s/ ------------------------ President GeneThera, Inc. & Selling Shareholders of GeneThera, Inc. Accepted and Agreed: /s/ - ------------------------------------ Chairman of Board /s/ - ------------------------------------ Tony Milici, individually as majority and controlling shareholder