Exhibit 10.2
FIRST AMENDMENT
To the AGREEMENT
Between MED and AIPC dated April 22, 1997
This AMENDMENT is entered into and made between: MED SHIPPING AND TRADING S.A.
(MED), a Corporation under the Laws of the Republic of Liberia with office at
Xxxxxxxxxxxxx 00, x/x Xxxxxxxxx & Xxxxxxx, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx,
represented by its chairman Xxxxxxxx Xxxxxxx, and AMERICAN INTERNATIONAL
PETROLEUM CORPORATION (AIPC), a Nevada Corporation with office at 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, XX 00000, represented by its Chairman Xx. Xxxxxx X. Xxxxx.
Additional parties will be AIPK (see below) and Xxxxxx Xxxxxxxxx as Trustee.
This AMENDMENT is to be added to and become an integral part of the Agreement
between MED and AIPC dated April 22, 1997 that refers to the License signed by
the Prime Minister of Kazakstan dated November 15, 1996, Series MG.
No. 953 (Oil) (henceforth: AGREEMENT).
AIPC represents that, without delay, it is in the process of forming a new
company under the laws of the Republic of Kazakstan, the names of which shall be
AMERICAN INTERNATIONAL PETROLEUM KAZAKSTAN (AIPK). Regardless of whether this
new company has formally been registered or the registration of said company is
yet to take place, the parties agree to the following:
1. AIPC hereby assigns, transfers and cedes all its rights acquired in the above
stated AGREEMENT and likewise assigns, transfers and cedes all its obligations
and commitments included therein to its wholly owned subsidiary AIPK. AIPK will
be the designated Operator in the Joint Operation Agreement as provided in
section "7" of the AGREEMENT and will perform all other such tasks specified in
the AGREEMENT as the wholly owned subsidiary of AIPC for Kazakstan operations,
including but not limited to sections 8.9 and 10 of the AGREEMENT dated April
22, 1997.
2. It is hereby expressly stated and understood by the parties, without
prejudice to this assignment, transfer and cession of interest in this
AGREEMENT, that AIPC hereby provides a Corporate Guarantee to MED for all the
obligations and commitments assumed by AIPK, and its Kazakstan branch to be duly
registered and established under the laws of the Republic of Kazakstan. Thus,
MED shall not come into the situation to loose the protection of its rights
under the AGREEMENT by the AIPC parent company; and the AIPC parent company
shall likewise at all times be able to claim all of its rights agreed under the
AGREEMENT against MED either directly (through AIPC) or through AIPK.
3. MED and AIPC herewith agree on the following changes of their AGREEMENT dated
April 22, 1997:
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a) In section 2.e), third line, the figure "Eighty-five percent (85%)" is
herewith changed to "One hundred percent (100%)";
b) Section 5. is deleted and replaced by a new section 5. that reads as follows:
"A special bonus of 1,500,000 (one point five million) common shares of AIPC
will immediately be issued and transmitted by AIPC to MED (the hands of Trustee
for MED Xxxxxx Xxxxxxxxx) pursuant to regulation "S" as soon as the average bid
price of AIPC stock (as measured by the five previous trade days average bid
price) as quoted on the NASDAQ National Marketing System reaches or exceeds US$5
per share. All reference to the issuance of a Production License is herewith
canceled and removed from section 5."
c) In section 12., third line, the words and figure "will receive a 10%
interest" are herewith changed into "will receive a 20% (twenty percent)
interest";
d) In consideration for the above and as an incentive to accelerate the transfer
of the License to MSUP, AIPC will issue to MED to the hands of Xxxxxx Xxxxxxxxx,
Trustee for Med (ledger: "In Trust for Med Shipping and Trading S.A.") pursuant
to regulation "S" 200,000 (two hundred thousand) common shares of AIPC
immediately when the following conditions have been met:
aa) Scientific-Industrial Firm DANK TOO will sign a Release and Waiver Statement
in which DANK waives its right of first refusal pursuant to sect. 10.7 of the
MSUP Charter document; and a copy of this letter will be given by MED to AIPC.
bb) Scientific-Industrial Firm DANK TOO will sign a letter (in English) to the
competent Kazakstan Ministry requesting that the License Series MG, No. 953 be
transferred to MSUP as the new License owner; and a copy of this letter will be
given by MED to AIPC; and the License will have been transferred to MSUP.
Receipt of Ministry Notification of such transfer shall be deemed to fulfill all
of the above conditions.
4. Further, in the event that within ninety (90) days from the date of this
AMENDMENT, MED, through its efforts and its attorney Xxxxx X. Xxxxxx/Linkage
Group, is able to induce ORYX Energy Company or subsidiary of ORYX to sign an
agreement or binding letter of intent with MSUP acceptable to AIPC, AIPC will
issue immediately in TRUST to MED (to the hand of Xxxxxx Xxxxxxxxx, Trustee for
MED) 350,000 (three hundred and fifty thousand) regulation "S" common shares of
AIPC upon the execution of such agreement or binding letter of intent.
5. Further, AIPC agrees to share with MED proportionately to the interests under
the AGREEMENT dated April 22, 1997 the 10% (ten percent) fee promised to Xxxxx
X. Xxxxxx, Esq./Linkage Group if such agreement with ORYX/ORYX subsidiary
referred to above materializes.
6. Upon execution of the AMENDMENT, MED will implement a meeting with ORYX and
include AIPC's representative(s).
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7. This AMENDMENT is agreed to and executed this 9th day of May 1997 and is
approved as evidenced by the signatures of the authorized representatives of the
parties below. The signatures of the officers below is an indication of the
approvals of their respective Boards of this Amendment.
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Xxxxxxxx Xxxxxxx Xx. Xxxxxx X. Xxxxx
Chairman and President of MED Chairman and CEO of AIPC
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Xxxxxx Xxxxxxxxx
Trustee
