AMENDMENT
Exhibit
10(i)
AMENDMENT
THIS
AMENDMENT, dated November 21, 2006, by and among Tricell, Inc. (the “Company”)
Xxxxx Xxxx, Xxxx Xxxxxxx, Xxxx Xxxxxxx and Xxxx Xxxxxxx (collectively the “NJJ
Shareholders”), amends the Stock Exchange Agreement, dated as of August 24, 2006
(the “Exchange Agreement”). All of the terms of the Exchange Agreement are
incorporated herein by reference, except as otherwise stated herein. Capitalized
terms used herein that are not defined herein shall have the meanings ascribed
to them in the Exchange Agreement.
WITNESSETH:
WHEREAS,
pursuant to the Exchange Agreement, the Company acquired 100% of the outstanding
shares of NJJ Holdings Limited, a United Kingdom Company (“NJJ”), in exchange
for an equity interest in the Company;
WHEREAS,
the
Company and the NJJ Shareholders desire to amend the Exchange
Agreement;
NOW,
THEREFORE,
the
parties hereto hereby agree as follows:
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1.
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Section
3(e) of the Exchange Agreement is hereby amended and replaced in
its
entirety with the following:
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(e) “Cancellation
of Unpurchased Escrow Shares.
If the
Company shall not have purchased all of the Escrow Shares pursuant to Section
3(b) of this Agreement or made payments to the Escrow Agent pursuant to Section
3(d) of this Agreement, the Escrow Shares shall be returned to the Company
for
no additional consideration not later than five business days after the maximum
amount due to the NJJ Shareholders for the purchase of their Escrow Shares
shall
have been determined..
3. Except
as
expressly set forth herein, the Exchange Agreement shall remain in full force
and effect.
[Signatures
on following page.]
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date and
year first aforesaid.
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TRICELL,
INC.
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| By: | /s/ Xxxx Xxxxxxx | |
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Name:
Xxxx Xxxxxxx, CFO
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Title:
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| /s/ Xxxx Xxxxxxx | ||
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Xxxx Xxxxxxx |
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| /s/ Xxxx Xxxxxxx | ||
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Xxxx
Xxxxxxx
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| /s/ Xxxx Xxxxxxx | ||
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Xxxx
Xxxxxxx
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| /s/ Xxxxx Xxxx | ||
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Xxxxx
Xxxx
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