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EXHIBIT 10.23
AMENDMENT TO AGREEMENT
WHEREAS, XxxXxxxx.xxx, Inc. (formerly known as PetroChemNet Holdings,
Inc.), hereinafter "PCN, CheMatch, or the Company" and X.X. xxXxxx de Nemours
and Company, hereinafter "DuPont", entered into a certain Strategic Alliance
Agreement dated November 11, 1999; and
WHEREAS, CheMatch and DuPont have agreed to certain amendments and
clarifications to such Strategic Alliance Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, CheMatch and DuPont agree as
follows:
1. Paragraph 2(b) of the Strategic Alliance Agreement is hereby deleted in
its entirety and the following substituted therefor:
(b) DuPont will work with CheMatch to add those potential
customers agreed by the parties to the customers using the
CheMatch platform of CheMatch for trading products. For each
such customer up to a maximum of 20 customers, that completes
at least five (5) transactions with parties other than DuPont
on the CheMatch platform prior to December 31, 2000 at the
standard rates charged for the use of the CheMatch platform,
DuPont shall earn a commission of $100,000. In lieu of a cash
payment , DuPont will use such commission to purchase a number
of shares of Common Stock of CheMatch equal to such $100,000,
divided by the Fair Market Value per share of Common Stock.
Additionally, for each such customer that completes at least
four (4) transactions or transacts notional value equal to or
greater than $3,000,000 in a minimum of two (2) transactions
(including auctions or reverse auctions) with DuPont prior to
December 31, 2000, at the standard rates charged for the use
of the CheMatch platform, DuPont will earn a commission of
$50,000. In lieu of a cash payment, DuPont will use such
commission to purchase a number of shares of Common Stock of
CheMatch equal to such $50,000, divided by the Fair Market
Value per share of Common Stock. For the purposes of this
paragraph 2(b), "Fair Market Value" shall mean (i) the price
per share paid for the Series C Preferred Stock until the date
120 days from 1 December 1999, or (ii) thereafter, the per
share price based on the most recent transaction value or
appraisal, if CheMatch has not completed its initial public
offering, or if CheMatch has completed its initial public
offering, the closing price of CheMatch's Common Stock on the
date of the fourth trade or the date of the transacted
notional value is equal to or greater than $3,000,000 in a
minimum of two transactions meeting the conditions set forth
above. Provided that, in no event shall the commissions earned
pursuant to this paragraph exceed in the aggregate $2,000,000,
nor the total of Common Stock of CheMatch owned by DuPont
exceed 10% of the "fully diluted" common stock as described in
paragraph 2(c) below.
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2. Except as amended hereby, the Strategic Alliance Agreement dated
November 11, 1999 by and between CheMatch and DuPont remain in full
force and effect.
ACCEPTED AND AGREED this 20th day of March, 2000.
XXXXXXXX.XXX, INC. X. X. XXXXXX DENEMOURS AND CO.
By: /s/ Xxxx X. Xxxx By: /s/ X.X. Xxxxxx
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Name: Xxxx X. Xxxx Name: X.X. Xxxxxx
Title: Senior Vice President Title: Director
