FIRST AMENDMENT TO MUTUAL RELEASE AND SETTLEMENT AGREEMENT

Exhibit 10.6

FIRST AMENDMENT TO

MUTUAL RELEASE AND SETTLEMENT AGREEMENT

This First Amendment to Mutual Release and Settlement Agreement (“Amendment”) dated and effective September 14, 2005, is made by and between Xxxxxxxxx Energy Corporation, a Delaware corporation (“Xxxxxxxxx”), and Xxxxxxx & Company, a Colorado corporation (“Xxxxxxx”).  The parties to this Agreement are collectively referred to herein as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Release Agreement (defined below) after giving effect to this Amendment.

RECITALS

A. On or about August 3, 2005, the Parties executed that certain Mutual Release and Settlement Agreement (“Release Agreement”), pursuant to which Xxxxxxxxx and Xxxxxxx settled and resolved all disputes, issues, and claims between them through the effective date of the Release Agreement, including but not limited to all claims arising from or relating to the Contract, Services, Deliverables, Project, Invoices, $126,153.30 Note, $199,626.96 Note, $461,135.35 Note, and $325,780.26 Note, as well as all claims, known or unknown, that could have been asserted by Xxxxxxxxx or Xxxxxxx against the other in any judicial, administrative, or like action or proceeding.

B. On the terms set forth in this Amendment, Xxxxxxxxx and Xxxxxxx hereby desire and intend to amend the Release Agreement.

NOW THEREFORE, for and in consideration of the foregoing recitals, the mutual promises and covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Payment to Xxxxxxx.  Upon execution of this Agreement, Xxxxxxxxx shall pay Xxxxxxx the sum of Four Hundred Thirty Thousand and No/100ths Dollars ($430,000.00).  Xxxxxxx hereby acknowledges receipt of such sum, and further acknowledges that the Promissory Note dated July 15, 2005, in the face amount of $728,637.00, with Xxxxxxxxx as maker and Xxxxxxx as payee, attached to the Release Agreement as Exhibit “A” (“Discharged Note”), is hereby completely released, cancelled, discharged, and otherwise satisfied and, accordingly, Xxxxxxx shall clearly and indelibly xxxx the Discharged Note “Canceled” and “Paid In Full” and deliver the same to Xxxxxxxxx (at the time signatures on this Agreement are exchanged).

2. Deliverables.  Upon execution of this Agreement, Xxxxxxx shall deliver to Xxxxxxxxx, at no charge to Xxxxxxxxx, the Deliverables.  Xxxxxxxxx hereby acknowledges receipt of the Deliverables and that all of Xxxxxxx’x duties and obligations in connection with the Deliverables are hereby completely released, satisfied, and discharged, Xxxxxxx being under no duty or obligation to perform any additional services or work whatsoever in connection therewith.

3. Payment To Xxxxxxx From Funds Received By Xxxxxxxxx On Project.  On the terms set forth herein, Xxxxxxxxx hereby promises to pay Xxxxxxx the total sum of up to Seventy Thousand and No/100ths Dollars ($70,000.00).  This sum shall be paid by Xxxxxxxxx to Xxxxxxx exclusively as follows:  twenty percent (20%) of each and every payment Xxxxxxxxx receives

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from its customer on the Project (in Cologna-Veneta, Italy) until the total sum is paid in full.  Said payments shall be payable to Xxxxxxx at X.X. Xxx 00000, Xxxxxx, Xxxxxxxx 00000, or such other place as it may designate in writing.  Such payments shall be made within ten (10) business days after receipt of a Project payment, and shall continue until the entire indebtedness is fully paid.  Xxxxxxxxx shall report monthly in writing to Xxxxxxx regarding the status of potential Project payments.  Notwithstanding any other term or provision in this Agreement, it is conclusively understood and agreed that the sole source of Nathaniel’s payment obligations hereunder shall be payments received by Xxxxxxxxx from the Project (in Cologna-Veneta, Italy).  Accordingly, if Xxxxxxxxx receives no payments from its customer on the Project, Xxxxxxxxx shall have no obligation to pay Xxxxxxx hereunder.

4. Release.  The releases granted by the Parties in Sections 10 and 11 of the Release Agreement shall apply with equal force through the effective date of this Amendment, and are hereby ratified and confirmed.

5. Miscellaneous.

(a) The Release Agreement, as amended by this Amendment, is hereby ratified and confirmed and shall continue to be in full force and effect in accordance with its terms as amended by this Amendment including, without limitation, its provisions that specific performance constitutes a party’s sole remedy for breach of this Amendment.

(b) This Amendment may be executed in any number of counterparts, all of which together shall constitute one and the same instrument and any party may execute this Amendment by signing any such counterpart.

(c) The captions and section headings appearing in this Amendment are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Amendment.

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the day and year first above written.

Xxxxxxxxx Energy Corporation

/s/ Xxxxxx X. Xxxxxxxx, CEO

By: Xxxxxx Xxxxxxxx, Chief Executive Officer

Xxxxxxx & Company

/s/ Xxxxx X. Xxxxxxxx

By: Xxxxx X. Xxxxxxxx, Chief Financial Officer

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