SYNERGY TECHNOLOGIES CORPORATION
Suite 000, 000 - 00xx Xxxxxx XX
Xxxxxxx, Xxxxxxx
X0X 0X0
June 25, 1999
Laxarco Holding Ltd.
Texas T Petroleum Ltd.
Re: Option to Purchase Shares CPJ Technology
Dear Sirs:
This letter agreement is being sent to you confirm and detail the
agreement reached between Laxarco Holding Ltd., a corporation organized
under the laws of the Republic of Cyprus ("Laxarco"), Synergy Technologies
Corporation, a Colorado corporation ("Synergy") and Texas T Petroleum, Ltd,
a Colorado corporation ("Texas T"). All undefined terms herein shall have
the respective meanings ascribed thereto in the Share Exchange Agreement by
and among Laxarco, Synergy and others dated May 5, 1998 and as amended June
25, 1999.
In connection with the various agreements between the parties whereby
Synergy and Texax T each own or each shall own fifty percent (50%) of the
outstanding shares of common stock of Carbon Resources Limited ("Carbon"),
which owns the patent rights to a technology the parties refer to as the CPJ
Technology, the parties have discussed and agreed to grant to Laxarco an
option to purchase the Technology upon the conditions set forth herein.
Synergy and Texas T hereby agree that upon a decision by both Synergy
and Texas T to abandon the Technology, Laxarco shall have the right to
purchase the Technology (the "Option"). The Option shall be exercised, if
at all, within three (3) days of Laxarco's receipt of notice from Synergy
and Texas T of their intent to abandon the Technology. Such exercise shall
occur by Xxxxxxx informing Synergy in writing of its intent to purchase the
Technology. The parties shall then have thirty (30) days to negotiate the
terms and complete such sale, with the express understanding that the
purchase price of the Technology shall not be less than the amount invested
into the Technology up to that point in time.
In the event that within thirty (30) days of Synergy's notice to
abandon, the parties do not reach an agreement whereby Laxarco will purchase
the Technology then this Option shall immediately expire and Synergy shall
have the right to offer the Technology to other interested purchasers.
However, the expiration of the Option will not preclude Laxarco from
continuing to negotiate the purchase of the Technology on a non-exclusive
basis.
If the foregoing is agreeable, please so indicate by obtaining an
officer's signature on the space provided below.
SYNERGY TECHNOLOGIES CORPORATION
By:/s/ XXXXXXXXXX X. XXXXXXXX
------------------------------------
Name: XXXXXXXXXX X. XXXXXXXX
Title: Secretary/Treasurer; Director
AGREED AND ACCEPTED:
LAXARCO HOLDING LTD.
By:/s/ XXXXXXXXX XXXXXX
-----------------------
Name:
Title:
AGREED AND ACCEPTED:
TEXAS T PETROLEUM LTD.
By:/s/ XXXXXX XXXXXX
--------------------
Name: XXXXXX XXXXXX
Title: Director
