EXHIBIT 10.40
SECOND AMENDMENT TO AGREEMENT
THIS SECOND AMENDMENT TO AGREEMENT (the "Second Amendment") is made and
entered into as of this the 29th day of July, 1997 by and among Zeotech
Industries, Inc., Xx Xxxxxxx, KJM Capital Corp., Xxxxx X. XxXxxxxx, Xxxx X.
Xxxxxxxx, Xx., LS Capital Corporation, a Delaware corporation ("LS Capital"),
and Xxxxxxx Gold Group, Inc., also a Delaware corporation ("Xxxxxxx").
Recitals
WHEREAS, the parties to this Second Amendment, entered into an
Agreement (the "Agreement") dated October 31, 1996, together with X.X. Xxxxxx
who is no longer a party to the Agreement, regarding the contribution of certain
mining claims to Xxxxxxx, the issuance of certain shares of stock in Xxxxxxx,
the issuance of certain shares of stock in LS Capital, additional capital
contributions to Xxxxxxx, the registration with the United States Securities and
Exchange Commission of certain shares of stock in Xxxxxxx owned by LS Capital,
the declaration by LS Capital of an in-kind dividend to its stockholders of the
shares so registered, and various additional matters; and
WHEREAS, the Amendment was amended by a First Amendment to Agreement
(the "First Amendment") in April 1997; and
WHEREAS, all of the parties named above desire to amend the Agreement a
second time upon the terms, provisions and conditions set forth hereinafter;
Agreement
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the undersigned parties to amend the Agreement, the undersigned parties agree
as follows (all undefined, capitalized terms used herein shall have the meanings
assigned to such terms in the Agreement):
1. Amendments to the Agreement. The Agreement is hereby amended so that
the two references to "April 30, 1997" in Section 4 of the Agreement (changed to
July 31, 1997 by the First Amendment) and the one reference to "April 30, 1997"
in Section 8 of the Agreement (changed to July 31, 1997 by the First Amendment)
shall refer to "November 30, 1997."
2. Miscellaneous. Except as otherwise expressly provided herein, the
Agreement is not amended, modified or affected by this Second Amendment. Except
as expressly set forth herein, all of the terms, conditions, covenants,
representations, warranties and all other provisions of the Agreement are herein
ratified and confirmed and shall remain in full force and effect. On and after
the date on which this Second Amendment becomes effective, the terms,
"Agreement," "hereof," "herein," "hereunder" and terms of like import, when used
herein or in the Agreement shall, except where the context otherwise requires,
refer to the Agreement, as amended by this Second Amendment. This Second
Amendment may be executed into one or more counterparts, and it shall not be
necessary that the signatures of all parties hereto be contained on any one
counterpart hereof; each counterpart shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have set their hands hereunto
effective as of the first date written above.
ZEOTECH INDUSTRIES, INC.
By:_________________________________ ____________________________________
Xx Xxxxxxx
Name Printed:_______________________
Title:______________________________
KJM CAPITAL CORP.
By:_________________________________ ____________________________________
Xxxxx X. XxXxxxxx
Name Printed:_______________________
Title:______________________________
XXXXXXX GOLD GROUP, INC.
By:_________________________________ ____________________________________
Xxxx X. Xxxxxxxx, Xx.
Name Printed:_______________________
Title:______________________________
LS CAPITAL CORPORATION
By:_________________________________ ____________________________________
Xxxxxxx Xxxxxxx
Name Printed:_______________________
Title:______________________________
CERTIFICATE
Each of the undersigned hereby certifies and acknowledges that the
undersigned has signed and executed the foregoing agreement with multiple
original signature pages at separate locations to be effective immediately upon
signing and that the transmission of a telecopier facsimile of their respective
signatures, each to the other, shall be sufficient to cause the mutual delivery
of this executed agreement in order to bind the parties and make the agreement
effective upon the date of signing. It is further certified, acknowledged and
agreed that the original signature pages are to be circulated hereafter but that
the failure of any party to obtain the original signature pages hereafter shall
not affect the validity and effectiveness of this agreement which is effective
from and after the execution by all parties and the transmission by telecopier
facsimile of the signature of all parties, each to the other.
IN WITNESS WHEREOF, the parties hereto have signed their names hereto
as of the first date written above.
ZEOTECH INDUSTRIES, INC.
By:_________________________________ _________________________________
Xx Xxxxxxx
Name Printed:_______________________
Title:______________________________
KJM CAPITAL CORP.
By:_________________________________ ___________________
Xxxxx X. XxXxxxxx
Name Printed:_______________________
Title:______________________________
XXXXXXX GOLD GROUP, INC.
By:_________________________________ __________________________
Xxxx X. Xxxxxxxx, Xx.
Name Printed:_______________________
Title:______________________________
LS CAPITAL CORPORATION
By:_________________________________
Name Printed:_______________________
Title:______________________________
