REDEMPTION AND STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO REDEMPTION AND STOCK PURCHASE AGREEMENT is made as of the
2nd day of September, 2005, by and between Thomas J. Belville (“ T. Belville ”) and Robert E. Belville (“ R.
Belville ”) (T. Belville and R. Belville hereinafter sometimes referred to individually as “ Seller ” and collectively as
“ Sellers ”), E-Rail Logistics, Inc. (“ E-Rail ”), a New York corporation (hereinafter referred to as “ Buyer ”),
and Belville Mining Company, Inc., an Ohio corporation (hereinafter referred to as “ BMC ”).
WHEREAS, on July 11, 2005, the parties entered into a Redemption and Stock Purchase Agreement
(hereinafter the “July 11 Stock Purchase Agreement”);
WHEREAS, the parties now wish to amend the July 11 Stock Purchase Agreement as provided herein; and
NOW, THEREFORE, in consideration of the mutual covenants, conditions, and agreements herein contained,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties do hereby amend the July 11 Stock Purchase Agreement as follows:
1. The first Whereas Clause of the July 11 Stock Purchase Agreement is revised to read as follows:
“WHEREAS, T. Belville and R. Belville represent that each owns 636 shares of BMC’s common stock
(1,272 shares total), $100 par value per share (the “ Common Stock ”) respectively, comprising 100% of the
outstanding issued shares of BMC (the “ Shares ”); and”
2. Section 1.2 of the July 11 Stock Purchase Agreement is revised to read as follows:
“1.2 “ Bank One Obligation ” means the letter of Bank One, dated May 17, 2005 addressed to BMC and T.
Belville, as amended by letters from Bank One dated August 11, 2005 and August 23, 2005, addressed to
BMC, setting forth Bank One’s agreement to accept a single lump sum payment of $800,000 as full and final
satisfaction of all amounts owed to it by BMC, T. Belville and R. Belville, and to accept a s