AMENDMENT NO. 1 TO THE
ASSIGNMENT OF TECHNOLOGY AGREEMENT
THIS AMENDMENT NO. 1 (this "Amendment") is entered into this 25th day
of June, 1999, as an amendment to that certain Assignment of Technology
Agreement (the "Agreement") dated 1st day of May 1998 entered into by and
between LAXARCO HOLDING LIMITED, a company incorporated under the laws of the
Republic of Cyprus ("Laxarco"), and CARBON RESOURCES LIMITED, a company
incorporated under the laws of the Republic of Cyprus ("Carbon").
WHEREAS, the parties, having entered into the Agreement, now wish to
amend certain provisions of the Agreement and mutually agree to certain waivers
of possible breaches thereunder.
NOW THEREFORE BE IT RESOLVED that the Agreement hereby is amended as set
forth below by this Amendment and shall remain in full force and effect,
except only to the extent provided herein.
1. Paragraph B on page 1 of the Agreement is hereby amended to read in
its entirety as follows:
"B. Assignor has executed a Heads of Agreement (the "Heads of
Agreement") between the Novochercassk Plant of Synthetic Products ("NPSP")
whereby the Assignor has been granted an exclusive license to proprietary
Xxxxxxx-Tropsch technology including chain limiting catalysis appended hereto
as Schedule B; and"
2. Subsection (a) of Section 2.1 of the Agreement is hereby amended to
read in its entirety as follows:
"Assignee will complete construction of a pilot unit as described in
subsection (c) of Section 2.1 of the Agreement (as amended) no later than the
1st day of November 2000."
3. Subsection (c) of Section 2.1 of the Agreement is hereby amended to
read in its entirety as follows:
"Assignee will pursue the commercialization of the Technology, upon
successful completion of the technology; for purposes hereof, 'successful
completion' shall mean the successful completion of a 4 bbl per day pilot unit
that incorporates the SYNGEN technology and the Xxxxxxx-Tropsch technology,
that will operate on natural gas feedstock which may be in whole or in
part gas from a city gas main to produce a synthesis gas which the
Xxxxxxx-Tropsch unit will then convert into a hydrocarbon product, other gases
and water vapor. The hydrocarbon product shall have a preponderance of the
carbon chain distribution in the gasoline fraction (e.g. Hexanes and higher) and
heavier. Such distribution will be determined by a mole balance based on a
chromatographic analysis. It is mutually recognized that the 4 bbl per day
unit described herein."
4. Subsection (e) of Section 2.1 of the Agreement is hereby deleted in its
entirety without the renumbering of any subsequent subsections.
5. Subsections (h) and (i) of Section 2.1 and Subsection (i) of Section 6.2
of the Agreement are each hereby deleted in their entirety without the
renumbering of any subsequent subsections.
6. It is hereby understood, acknowledged and agreed by and between the
parties hereto that Laxarco's negotiating the Heads of Agreement with NPSP
in place of the N.D. Xxxxxxxx Institute shall not be deemed a breach of the
Agreement subjectd to the condition that concurrent herewith Laxarco enters
into the Heads of Agreement with NPSP and delivers to Carbon a fully executed
copy thereof.
7. Assignor hereby waives, as of thedate hereof, any rights it may have
to terminate the Agreement pursuant to Section 5.2 thereof as a result of any
uncured default by Assignee.
8. Subsection (b) of Section 20.1 of the Agreement is hereby amended to
read in its entirety as follows:
(b) To Assignee:
Carbon Resources Limited
c/o Mr. Xxxxxx Xxxxxx
0000 Xxxxxxx Xxx
Xxxxxxx, Xxxxx 00000
With copies to:
Synergy Technologies Corporation
210 - 000 00xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx Xxxxxx
X0X 0X0
and
W.Xxxxx Xxxxxx, Esq.
Xxxxxx & Associates
0000 Xxxxxxxxx Xxxx Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
9. The words in line 2 of Section 21.1 of the Agreement stating "the
share exchange herein contemplated" shall be amended to read "the transactions
contemplated herein".
10. The following Section is hereby added in its entirety to the
Agreement:
"20.1 Any dispute which may arise between the parties hereto under this
Agreement other than disputes relating to third party claims, shall be settled
by an equitable rather than a strictly legal interpretation. In such cases,
the parties will submit their differences to three arbiters: one to be selected
by Assignor one to be selected by Assignee, and the third to be selected by
the arbiters named by the parties hereto. In the event of a disagreement among
the arbiters, the decision will rest with the majority. The decision of the
majority of the arbiters shall be binding upon the parties hereto without appeal
and may be entered as a judgment in any court of competent jurisdiction. The
arbiters will be relieved of all judicial formality and may abstain from the
strict rules of law except that the parties shall have the right to engage in
discovery as if the dispute were proceeding in a court of general
jurisdiction in the State of Colorado
23.2 Arbitration may be initiated by either Assignee or Assignor (the
"Petitioner") by written notice to the other party demanding arbitration and
naming its arbiter. The other party (the "Respondent") shall have ten business
days after receipt of said notice within which to designate its arbiter. The
third arbiter shall be chosen by the two arbiters named by the parties within
ten business days thereafter and the arbitration shall be held at the place
hereinafter set forth ten business days after the appointment of the
third arbiter. Should the two arbiters not be able to agree on the choice of
the third, then the third arbiter shall be chosen by the American Arbitration
Association. If the Respondent does not name its arbiter within ten business
days, the Petitioner may designate the second arbiter. Arbitration shall
take place in Denver, Colorado. The Petitioner and the Respondent each
shall pay its own expenses in connection with the Arbitration. The
expense of the arbiters shall be shared equally between the parties. Except to
the extent set forth in this Agreement, the Commercial Arbitration Rules of the
American Arbitration Association shall govern any arbitration procedure
hereunder."
IN WITNESS WHEREOF the parties hereto have set their hand and seal as of
the day
and year first above written.
SIGNED, SEALED and DELIVERED
BY LAXARCO HOLDING LIMITED
in the presence of:
LAXARCO HOLDING LIMITED
SIGNED, SEALED and DELIVERED
by CARBON RESOURCES LIMITED
in the presence of:
CARBON RESOURCES
LIMITED
