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 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 25th,
1999.
In connection with the various agreements between the parties whereby Synergy
and Texas 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 AOption@). The Option shall be exercised, if at all,
within seven (7) 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 ninety (90) days from the date of notice to 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 XXXXXXXX
Name: Xxxxxxxxxx Xxxxxxxx
Title: Director
AGREED AND ACCEPTED:
LAXARCO HOLDING LIMITED
By: /S/ PANYAIOTA PIFANI
Name: Xxxxxxxxxx Xxxxxx
AGREED AND ACCEPTED:
TEXAS T PETROLEUM LTD.
By: /S/ XXXXXX XXXXXX
Name: Xxxxxx Xxxxxx
Title: Director
