termination letter from valle

2
\,/alle fxpo*acío"es, $.{. d" C.V. January ,1. 2013 Via E-Mail and First Class Mail Board ofl)irectors Emperial Americas. Inc. Sarasota Courthouse Center 1990 Main S1., Suite 150 Sarasota- FL 34236 Attention: Alonzo Pierce (ap i er ce(@e mpe r i a I a mer íc as. co m ) Re: ?urchase Agrcement betveen Empet¡dl Amer¡car, Inc. and Ila¡le Exportaciones SA DE CY I)irectors: Between April 1 1, 201 1 and May I5, 201 l. Enperial Amcricas, Inc. (thc "Company") enlercd into a series ofPurchase Agreements (the "Agreemenfs") pursuant lo which the Company agrccd to purchase from Valle gxpoftaciones SA DE CV (the "Sellei ) ccnain intellectual propefty and distribution r¡ghts to Distinguido Tequila. The Co¡npany has nol pertbmed any ofits obligations under any ofthe Agreements. No closing ofthe contemplated transactions ever has occured and portion ofthe Purchase Price has been paid to the Seller. No Branded Products have been purchascd t'rom the Seller l¡r d;stribut;on in the TeÍitory. Moreover. an independent certified public accountant has examined thc publicly available financial records ofthe Company, and has determined lhat the Company does noi have the funds ncccssary to perlorm its obligations under thc Agreements. Since the Company has not performed any of its obligations urrder the Agrcernents and does not have the financialability to do so, the Seller hereby declares the Agreements void from the outset. Since the Agreements are void from the outset, no Trademarks or other intellectual propefy inlerests, and no Purchased PÍoperty or other rights have ever been effcctivcly conveyed from the Seller lo the Company. The Company is directed as follows: . To post a notice on its website that the Agreements are void: . to cease making any public references to the Seller, Distinguido TeqLrila or any ofthe other Branded Products in any way that states or implies that thc Company has any relationship with the Seller o¡ the foregoing producrs; . to cease using the Trademarks or any Bra¡ded Products lor any reason under any circumstances: A\t. Hidálgo #2292 12 Co¡. Vallarta Norte Guadalajará, jalisco, México. C-P- 44690 rel. +52 33 317 34434

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Page 1: Termination Letter From Valle

\,/alle fxpo*acío"es, $.{. d" C.V.

January ,1. 2013

Via E-Mail and First Class Mail

Board ofl)irectorsEmperial Americas. Inc.Sarasota Courthouse Center1990 Main S1., Suite 150Sarasota- FL 34236

Attention: Alonzo Pierce (ap i er ce(@e mpe r i a I a mer íc as. co m )

Re: ?urchase Agrcement betveen Empet¡dl Amer¡car, Inc. and Ila¡le Exportaciones SA

DE CY

I)irectors:

Between April 1 1, 201 1 and May I5, 201 l. Enperial Amcricas, Inc. (thc "Company")enlercd into a series ofPurchase Agreements (the "Agreemenfs") pursuant lo which theCompany agrccd to purchase from Valle gxpoftaciones SA DE CV (the "Sellei ) ccnainintellectual propefty and distribution r¡ghts to Distinguido Tequila. The Co¡npany has nolpertbmed any ofits obligations under any ofthe Agreements. No closing ofthe contemplatedtransactions ever has occured and portion ofthe Purchase Price has been paid to the Seller. NoBranded Products have been purchascd t'rom the Seller l¡r d;stribut;on in the TeÍitory.Moreover. an independent certified public accountant has examined thc publicly availablefinancial records ofthe Company, and has determined lhat the Company does noi have the fundsncccssary to perlorm its obligations under thc Agreements.

Since the Company has not performed any of its obligations urrder the Agrcernents anddoes not have the financialability to do so, the Seller hereby declares the Agreements void fromthe outset. Since the Agreements are void from the outset, no Trademarks or other intellectualpropefy inlerests, and no Purchased PÍoperty or other rights have ever been effcctivcly conveyedfrom the Seller lo the Company.

The Company is directed as follows:

. To post a notice on its website that the Agreements are void:

. to cease making any public references to the Seller, Distinguido TeqLrila or any oftheother Branded Products in any way that states or implies that thc Company has anyrelationship with the Seller o¡ the foregoing producrs;

. to cease using the Trademarks or any Bra¡ded Products lor any reason under anycircumstances:

A\t. Hidálgo #2292 12 Co¡. Vallarta NorteGuadalajará, jalisco, México. C-P- 44690

rel. +52 33 317 34434

Page 2: Termination Letter From Valle

lalle fxpo*acíones, $.{. d" C.V.

. to issue a p¡ess release announcing that th€ Agreements are void;

. to make an appropriate filing with the United States Securities and ExchangeCommission announcing that the Agreements are void.

Very truly yours,

Joel Contreras

Cc: Bruce Klein É,t/elnl 01'@gmdil.com)Christopher Lombardi (c lailrlspro@co m cds t. ne f )

Av. H¡dálgo #2292 12 Col. Vallarta NorteGuadalajara, lalisco, México. C.P. 44690

Iel. +52 33 31134434