THIS AMENDED AND RESTATED
TECHNOLOGY TRANSFER AGREEMENT
originally dated for reference the 6th day of January, 1999, and
amended on September 25, 2000
BETWEEN:
XXXXXX XXXXXXXXX, a businessman having a mailing address
at 00, xxx xx x'Xxxx Xxx, 00000 L'HAY-LES-ROSES
OF THE FIRST PART
- and -
LANISCO HOLDINGS LIMITED, a company incorporated pursuant
to the laws of the Republic of Cyprus and having a mailing addre
ss at
Xxxxxxxx 0, X.X. Xxx 0000, Xxxxxxx Xxxxxx
CARBON RESOURCES LIMITED, a company incorporated pursuant
to the laws of the Republic of Cyprus and having a mailing addre
ss at
Xxxxxxxx 0, X.X. Xxx 0000, Xxxxxxx Xxxxxx
SYNERGY TECHNOLOGIES CORPORATION, a company incorporated under
the laws of Colorado, having its principal place of business at
000 00xx Xxxxxx, X.X.,
Xxxxxxx, Xxxxxxx X0X 0X0; and
CAPITAL RESERVE CORPORATION, a company incorporated under
the laws of Colorado, having its principal place of business at
000 00xx Xxxxxx, X.X.,
Xxxxxxx, Xxxxxxx X0X 0X0
OF THE SECOND PART
WHEREAS:
1. Xxxxxxxxx has developed a proprietary technology more
particularly described in Schedule "A" appended hereto (the
"Technology") for the non-catalytic thermal/chemical upgrading of
low API gravity oil to light oil.
2. Xxxxxxxxx and Lanisco previously agreed to jointly develop,
market and license the Technology.
3. In connection therewith, Xxxxxxxxx and Lanisco, on January
6, 1999, entered into a Technology Transfer Agreement (the
"Original Agreement"), which, among other things, made provisions
for the funding of development of the Technology by Lanisco,
restriction on the transfer of the Interests held by each of the
parties thereunder and for the purchase and sale of the
Technology in certain circumstances and other provisions for
matters of mutual concern and interest.
4. As contemplated by the Original Agreement, Xxxxxxxxx
executed an assignment, in favor of Lanisco, of all of his
rights, interests and title in and to the Technology and the
Patents (the "Assignment"), which was placed into trust (the
"trust").
5. As of the date hereof, Lanisco has funded at least $1
million towards the development of the Technology in fulfillment
of its funding obligations under the Original Agreement.
6. The parties now wish to amend the Original Agreement and the
terms and conditions contained therein by entering into this
Amended and Restated Technology Transfer Agreement (this "Amended
Agreement").
NOW THEREFORE THIS AMENDED AGREEMENT WITNESSES that for and
in consideration of the mutual premises and the mutual covenants
and agreements contained herein, the parties covenant and agree
each with the other as follows:
a) DEFINITIONS
1.1 For all purposes of this Amended Agreement:
"Capital Corp." means Capital Reserve Corporation, a Colorado
corporation;
a) "Carbon Resources" means Carbon Resources Limited a Cyprus
corporation and a wholly-owned subsidiary of Synergy;
b) "Closing" means the date that this Amended Agreement is
approved by the parties and/or the shareholders of the parties
and is executed by the parties hereto;
c) "Interest" or "Interests" shall mean the Technology, the
Patents, the know how, the pilot plant, R&D results, tests runs,
the shares of Lanisco, the holdings of Xxxxxxxxx whether directly
or in a company over which Xxxxxxxxx may have direct or indirect
control;
d) "Xxxxxxxxx" means Xxxxxx Xxxxxxxxx;
e) "Lanisco" means Lanisco Holdings Limited, a Cyprus
corporation and wholly owned subsidiary of Carbon Resources;
f) "Party" or "Parties" as the context may require shall mean
Lanisco and/or Xxxxxxxxx;
g) "Patent" means the entire right, title and interest and
in all foreign countries, including all rights to claim
priority, in and to any and all improvements which are
disclosed relating to the technology defined in Schedule A
appended hereto, and any legal equivalent thereof in the
U.S. or any other country, including the right to claim
priority in and to, all Letters of Patent to be obtained for
said invention by the above application or any continuation,
division, renewal, or substitute thereof, and as to letters
patent any reissue or re-examination thereof;
h) "Shareholder Approval" means the requisite shareholder
approval required by Lanisco;
i) "Synergy" means Synergy Technologies Corporation, a
Colorado corporation; and
j) "Technology" means the technology defined in Schedule
"A" appended hereto.
1.2 In this Amended Agreement, except as otherwise
expressly provided:
a) all references in this Amended Agreement to a
designated "Section" or other subdivision or to a schedule
is to the designated Section or other subdivision of, or
Schedule to, this Amended Agreement;
b) the headings are for convenience only and do not form a
part of this Amended Agreement and are not intended to
interpret, define, or limit the scope, extent or intent of
this Amended Agreement or any provision hereof;
c) equally applicable to any gender and, where applicable,
a body corporate, the word the singular of any term includes
the plural, and vice versa, the use of any term is "or" is
not exclusive and the word "including" is not limiting,
whether or not non-limiting language, such as "without
limitation" or "but not limited" to words of similar import,
is used with reference thereto;
d) any accounting term not otherwise defined has the
meanings assigned to it in accordance with generally
accepted accounting principals applicable to Cyprus;
e) any reference to a statute includes and is a reference
to that statute and to the regulations made pursuant
thereto, with all amendments made thereto and in force from
time to time, and to any statute or regulations that may be
passed which has the effect of supplementing or superceding
that statute or regulations;
f) where any representation or warranty is made "to the
knowledge of any Person, such Person will not be liable for a
misrepresentation or breach of warranty by reason of the fact,
state of facts, or circumstances in respect of which the
representation or warranty is given being untrue if such Person
proves that such Person conducted a reasonable investigation so
as to provide reasonable grounds for a belief that there had been
no misrepresentation or breach of warranty and that fact, state
of facts, or circumstances could not reasonably be expected to
have been determined as a result of that reasonable
investigation, irrespective of the actual investigation conducted
by such Person;
g) except as otherwise provided, any dollar amount referred to
in this Amended Agreement is in U.S. funds; and
h) any other term defined within the text of this Amended
Agreement has the meanings so ascribed.
1.3 The following are the Schedules to this Amended Agreement:
Schedule Description
A Technology Description
B Patents
2. UNDERTAKINGS OF THE PARTIES; CLOSING
2.1 Subject to the terms and conditions hereof, Lanisco, Carbon
Resources, Synergy and Capital Corp. each undertakes to
complete the following at or subsequent to the Closing, as
the case may be:
a) at the Closing, issue to Xxxxxxxxx 500,000 shares of
Synergy=s common stock and 500,000 shares of Capital Corp.=s
common stock (collectively, the "Stock");
b) at or immediately following the Closing, Xxxxxxxxx shall be
appointed to the Board of Directors of Carbon Resources;
c) at or immediately following the Closing, Synergy shall cause
Xxxxxxxxx to be appointed to the CPJ Project Management
Committee;
d) subsequent to the Closing, continue to pursue the
commercialization of the Technology and confirm pursuit of
commercialization of the Technology with quarterly reporting
thereof which shall be provided to Xxxxxxxxx within 30 days of
the end of each quarter commencing from the date hereof;
e) Lanisco undertakes to remain in good standing as a Cyprus
corporation;
f) subsequent to the Closing, register and maintain all Patents
and licenses current in all jurisdictions at the expense of
Lanisco;
g) subsequent to the Closing, to promptly pay to Xxxxxxxxx
royalty payments equal to five percent (5%) of the net proceeds
of any license fees, royalties, or any such other revenues
realized by Lanisco from the Technology, Patents or any
improvement thereto. "Net proceeds" shall mean as gross revenues
less reasonable operating expenses, which shall not to exceed 10%
of gross revenues, excluding research and development expenses;
and
h) to provide to Xxxxxxxxx, upon commercialization or
commencement of the first licensing agreement with royalty
payments, monthly financial statements prepared by management and
annual audited financial statements of Lanisco and agree upon
written notice by Xxxxxxxxx to allow Xxxxxxxxx or his
representatives to attend at the offices of Lanisco to perform a
review of the accounts of Lanisco provided that such notice is
received in written form no less than seven (7) days in advance
of the attendance at the offices of Lanisco.
2.2 Xxxxxxxxx undertakes to complete the following at or
subsequent to the Closing, as the case may be:
a) at the Closing, to deliver to Lanisco and the trustee of the
Trust an irrevocable letter of direction to release the
Assignment of the Technology and any Patents from the Trust to
Lanisco;
b) not to enter into negotiations with any other parties in
relation to the Technology either prior to or subsequent to the
Closing; and
c) subsequent to the Closing, commit his best efforts to
Lanisco, Carbon Resources, Synergy and Capital Corp. in
connection with the commercialization of the Technology.
2.3 Closing shall take place upon the execution of this
Amended Agreement. At the Closing, the Patents shall be
released to Lanisco and the Stock shall be released to
Xxxxxxxxx.
3.0 EVENTS OF DEFAULT AND REMEDIES
3.1 In the event that Lanisco, Carbon Resources, Synergy
and/or Capital Corp. shall fail to observe and perform any
of the obligations imposed on them by Article 2.1 of this
Amended Agreement (a "Default") then Xxxxxxxxx may give
notice of such Default in writing to Lanisco, Carbon
Resources, Synergy and Capital Corp. specifying the nature
of such Default. In the event of a Default, as specified in
the said notice, that is not cured within thirty (30) days
of receipt of such notice, Xxxxxxxxx shall have the right to
have such matter arbitrated pursuant to Section 8.1 hereof,
with such arbitration to be at the cost of Lanisco, Carbon
Resources, Synergy and Capital Corp.
3.2 Without restricting the generality of Section 3.1, the
term "Default" in this Amended Agreement will include the
occurrence of any of the following events:
a) the failure of Lanisco, Carbon Resources, Synergy and/or
Capital Corp. to maintain all Patents and licenses current in all
jurisdictions at the expense of Lanisco, Carbon Resources,
Synergy and/or Capital Corp.; and
b) the failure of Lanisco, Carbon Resources, Synergy and/or
Capital Corp. to pay promptly to Xxxxxxxxx any required payments
under this Amended Agreement.
4.0 TRANSACTION EXPENSES
4.1 Each Party to this Amended Agreement shall bear all
costs and expenses incurred by him or it in negotiating and
preparing this Amended Agreement and in closing and carrying
out the transactions contemplated by this Amended Agreement.
Unless otherwise expressly provided herein, all costs and
expenses related to satisfying any condition or fulfilling
any covenant contained in this Amended Agreement shall be
borne by the Party whose responsibility it is to satisfy the
condition or fulfill the covenant in question.
5.0 XXXXXXXXX WARRANTIES AND REPRESENTATIONS
5.1 Xxxxxxxxx warrants and represents to Lanisco, with the
intent that Lanisco will rely thereon in entering into this
Amended Agreement and in fulfilling the terms of this
Amended Agreement as contemplated herein that:
a) Xxxxxxxxx has the power, authority and capacity to enter
into this Amended Agreement and to carry out its terms;
b) the execution and delivery of this Amended Agreement and the
completion of the transactions contemplated hereby does not
violate or constitute an event of default under any contract or
agreement to which he may be a party and this Amended Agreement
constitutes a legal, valid and binding obligation of Xxxxxxxxx in
accordance with its terms except as limited by laws of general
application affecting the rights of creditors;
c) Xxxxxxxxx has the full power and authority to enter into
this Amended Agreement and to release the Assignment from the
Trust resulting in the transfer of all rights, title and
Interests he has in the Technology, and Patents filed or pending,
as contemplated by this Amended Agreement to Lanisco, free and
clear of all liens and encumbrances; and
d) there are no existing agreements or contemplated agreements
other than the Original Agreement, written or oral, of any nature
or kind whatsoever to which Xxxxxxxxx is a party in relation to
the Technology.
6.0 LANISCO, CARBON RESOURCES, SYNERGY AND CAPITAL CORP.
WARRANTIES AND REPRESENTATIONS
6.1 Lanisco, Carbon Resources, Synergy and Capital Corp. warrant
and represent to Xxxxxxxxx, with the intent that Xxxxxxxxx
will rely thereon in entering into this Amended Agreement
and in fulfilling the terms of this Amended Agreement as
contemplated herein that:
(a) each of them has the power and capacity and good and
sufficient right and authority to enter into this
Amended Agreement on the terms and conditions herein
set forth;
(b) each of Lanisco and Carbon Resources is a company duly
incorporated, validly existing and presently in good
standing under the laws of the Republic of Cyprus and
Synergy and Capital Corp. are each a corporation duly
incorporated, validly existing and presently in good
standing under the laws of the State of Colorado;
(c) there is no basis for and there are no actions, suits,
judgements, investigations or proceedings outstanding
or pending or to the knowledge of Lanisco threatened
against or affecting Lanisco at law or in equity or
before or by any court or federal, provincial, state,
municipal or other governmental authority, department,
commission, board, tribunal, bureau or agency and
neither is Lanisco a party to or threatened with any
litigation.
7.0 NON-DISCLOSE AND NON-COMPETE
7.1 Except with the consent in writing of Lanisco, Xxxxxxxxx
shall not within a period of five (5) years after he has
ceased to be a Party to this Amended Agreement, directly or
indirectly, whether as principal, agent or otherwise, or by
means of any corporate or other device, carry on any
business, in any country in which Lanisco or its licensees,
distributors or agents operate, which is similar to the
business being carried on by Lanisco.
7.2 Xxxxxxxxx shall not either directly or indirectly, use or
disclose or knowingly permit his representatives or agents
to use or disclose to any person, except to the duly
authorized officers and employees of Lanisco or its
shareholder entitled thereto, any price details, sales
quotas, data and know-how, drawings, flow sheets, market
research, specifications, processes, techniques, financial
business and tax plans, business activities, the statements,
trade secrets, sources and supply or any other information
acquired by him or his representatives or agents by reason
of his involvement or association with Lanisco, unless
deemed necessary for, but not limited to, the purpose of
obtaining notional costs, provided that such disclosure is
covered by a confidentiality agreement or made in accordance
to industrial practice in a manner that protects the overall
knowledge.
8.0 ARBITRATION
8.1 Any dispute, difference or question which may arise at any
time hereinafter between the Parties touching on the true
construction of this Amended Agreement and the respective
rights and obligations of each Party to the other shall be
referred to and settled by binding arbitration under the
International Arbitration Act. No arbitration shall be
commenced until the aggrieved Party shall send to the other
Party a written notice describing the problem and stating a
proposed solution ("Settlement Notice"). For thirty (30)
days after the sending of the Settlement Notice, the Parties
shall try to settle the dispute in good faith. The contents
of the Settlement Notice and of all discussions and writings
during the thirty (30) day settlement period shall be
without prejudice and shall be privileged as settlement
discussion and may not be used in any legal proceedings or
arbitration. Upon the Parties being unable to reach a
solution, the matter shall be settled by binding
arbitration. The place of arbitration shall be London,
England or such other jurisdiction as may be acceptable to
the Parties and the jurisdiction. One impartial arbitrator
shall be appointed under the International Arbitration Act.
Judgement on the Arbitral award may be entered in any court
in England or in any court having jurisdiction. The Parties
hereby waive all defenses as to personal jurisdiction, venue
and sovereign immunity from attachment, exception and
jurisdiction in any proceeding to confirm or enforce the
award. The Party who brings any proceeding to enforce the
award and prevails shall be paid its full costs and attorney
fees by the other Party. The laws of England shall govern
all issues during the arbitration. The decision of the
arbitrator shall be final and binding on the Parties herein.
9.0 COVENANTS OF THE PARTIES:
9.1 The Parties agree that they shall attend to all corporate
matters to carry out and implement this Amended Agreement as
soon as possible.
9.2 Not withstanding the completion of the transactions herein
contemplated, the waiver of any condition contained herein
(unless such waiver expressly releases Xxxxxxxxx or Lanisco
of such representation, warranty, covenant or agreement),
the same will remain in full force and effect.
9.3 Each of the parties acknowledge and agree that if either
party learns of a claim of infringement of or by the
Technology or any part thereof, that party shall give
immediate notice of such claim to the other party. Each of
the parties acknowledge and agree that they shall each then
use all reasonable efforts to terminate such infringement.
Should the Parties fail to xxxxx the infringing activity
within ninety (90) days after such written notice, Xxxxxxxxx
acknowledges and undertakes that Lanisco, Carbon Resources,
Synergy and/or Capital Corp. may bring suit against the
third party, for patent infringement, and any defense of the
Patent undertaken by such entity or entities shall be funded
by them and such costs shall be deducted from gross revenues
before payment of royalties hereunder until all costs are
paid in full.
10.0 POST CLOSING AGREEMENTS
10.1 Xxxxxxxxx will indemnify and hold harmless Lanisco, Carbon
Resources, Synergy and Capital Corp. from and against:
(a) any and all losses, damages or deficiencies resulting
from any misrepresentation, breach of warranty or non-
fulfillment of any covenant on the part of Xxxxxxxxx
under this Amended Agreement or from any
misrepresentation in or omission from any certificate
or other instrument furnished or to be furnished to
Lanisco hereunder; and
(b) any and all actions, suits, proceedings, demands,
assessments, judgements, costs and legal and other
expenses incidental to any of the foregoing.
10.2 Lanisco, Carbon Resources, Synergy and Capital Corp. will
indemnify and hold harmless Xxxxxxxxx from and against:
(a) any and all losses, damages or deficiencies resulting
from any misrepresentation breach of warranty or non-
fulfillment of any covenant on the part of Lanisco
under this Amended Agreement or from any
misrepresentation in or omission from any certificate
or Other instrument furnished or to be furnished to
Xxxxxxxxx hereunder; and
(b) any and all actions, suits, proceedings, demands,
assessments, judgements. costs and legal and other
expenses incidental to any of the foregoing.
10.3 Lanisco, Carbon Resources, Synergy and Capital Corp. hereby
grant unto Xxxxxxxxx an option to purchase the rights to the
Technology in the event that Lanisco or Carbon Resources has
voluntarily filed or is the subject of an involuntary filing
for bankruptcy, protection from creditors or similar
proceeding. In either such event, Xxxxxxxxx shall have the
irrevocable right to purchase the outstanding rights of
ownership in the Technology held by Lanisco, Carbon
Resources, Synergy and/or Capital Corp. at the price
determined by the following formula: the lesser of (i) the
total of sums expended or incurred in connection with the
development of the Technology, including but not limited to
those sums expended by Lanisco, Carbon Resources, Synergy,
Capital Corp.; or (ii) the total amount of all proceeds
realized by Xxxxxxxxx (or his assigns) from the sale of any
and all shares of common stock issued to Xxxxxxxxx
hereunder, plus all remaining unsold shares of such common
stock; provided, however, that in the event Lanisco, Carbon
Resources, Synergy and/or Capital Corp., prior to
Xxxxxxxxx=s exercise of his option to the rights to the
Technology, receive a bona fide offer from an independent
third party for the rights to the Technology, then the
purchase price to be paid by Xxxxxxxxx under his option
shall be equal to such third party offer.
10.4 (a) As a further inducement to Xxxxxxxxx to enter into
the Amended Technology Agreement, Synergy and Capital
Corp. hereby jointly covenant with Xxxxxxxxx to either
pay to Xxxxxxxxx an amount of cash or issue to
Xxxxxxxxx additional shares of common stock from
Synergy and Capital Corp. equally, so that when such
additional consideration is added to the proceeds
realized by Xxxxxxxxx (or his assigns) through February
28th, 2001 from the actual sale by Xxxxxxxxx (or his
assigns) of 100,000 shares of common stock of Synergy
and of 100,000 shares of common stock of Capital Corp.,
such sum equals $500,000 US. In the event that such
additional consideration is paid and if such additional
consideration when added to the proceeds realized by
Xxxxxxxxx (or his assigns) through February 28th, 2002
from the sale of up to 200,000 shares of Synergy and up
to 200,000 shares of Capital Corp., totals more than $1
million US, then such additional consideration shall be
returned by Xxxxxxxxx, up to the amount that such
realized proceeds exceeds $1 million US in the same
form and amounts as paid to Xxxxxxxxx.
(b) Lanisco, Carbon Resources, Synergy and Capital Corp.
also hereby jointly covenant to pay such further
consideration to Xxxxxxxxx as may be necessary after
the actual sale by Xxxxxxxxx (or his assigns) of
200,000 shares of common stock of Synergy and 200,00
shares of common stock of Capital Corp., so that when
such further consideration, along with the additional
consideration described in paragraph 10.4(a) above, are
added to the proceeds realized by Xxxxxxxxx (or his
assigns) through February 28th, 2001, such sum equals
$1 million US.
(c) Synergy and Capital Corp. each hereby grant to
Xxxxxxxxx "piggyback registration rights" for 200,000
shares of common stock issued by such applicable party
hereunder. Such shares shall be registered with the
United States Securities and Exchange Commission on an
applicable form of registration statement. All
remaining shares of common stock issued hereunder shall
bear a restrictive legend prohibiting the sale,
transfer, pledge, encumbrance or other conveyance for a
period of two (2) years from the date that a 100 barrel
per day plant utilizing the Technology commences
operations; provided, however, such restrictive legend
shall be removed upon any of Lanisco, Carbon Resources,
Synergy or Capital Corp., or any of their respective
assignees, entering into a licensing agreement whereby
the Technology is licensed to a third party licensee in
exchange for the payment of fees and other
consideration; provided, further, that in the event of
removal of the restrictive legend pursuant to the
immediately foregoing proviso, such removal shall not
affect the applicable holding period and resale
limitations pursuant to U.S. federal and/or state
securities laws.
10.5 Lanisco shall be allowed to be merged into its parent
corporation, Carbon Resources, without the prior approval of
Xxxxxxxxx and in which case Carbon Resources shall
automatically be bound to remain in good standing as a
Cyprus corporation and assume all other rights, duties and
obligations of Lanisco hereunder.
11.0 MISCELLANEOUS
11.1 Time is of the essence of this Amended Agreement
11.2 The parties will execute and deliver such further documents
and instruments and do all such acts and things as may be
reasonably necessary or requisite to carry out the full
intent and meaning of this Amended Agreement and to effect
the transactions contemplated by this Amended Agreement
11.3 (a) This Amended Agreement will enure to the benefit of and
be binding upon the parties hereto and their respective
heirs, executors, administrators, successors and permitted
assigns.
(b) This Amended Agreement may not be assigned by any party
hereto without the prior written consent of the other
parties to this Amended Agreement, save for the parties
hereto agree that Xxxxxxxxx may have the right to assign his
interest in the Agreement to any third party which is
directly or indirectly controlled by Xxxxxxxxx, subject to
the undertaking by said third party to be bound by this
Amended Agreement.
11.4 This Amended Agreement may be executed in several
counterparts, each of which will be deemed to be an original
and all of which will together constitute one and the same
instrument.
11.5 (a) All notices, requests, demands and other communications
required or permitted hereunder, or desired to be given with
respect to their rights or interest herein, assigned or
reserved, shall be deemed to have been properly given or
delivered, when delivered personally or sent by registered
mail or sent by electronic communication with all postage or
other charges fully prepaid, and addressed to the parties
respectively as follows:
To Xxxxxxxxx:
Xxxxxx Xxxxxxxxx
00, xxx xx x'Xxxx Xxx
00000 X'XXX-XXX-XXXXX
Xxxxxx
To Lanisco:
Lanisco Holdings Limited
Office 000, Xxxxxxx 0, X.X. Xxx 0000,
Xxxxxxx, Xxxxxx
To: Carbon Resources
Carbon Resources Limited
Office 000, Xxxxxxx 0, X.X. Xxx 0000,
Xxxxxxx, Xxxxxx
To: Synergy
Synergy Technologies Corporation
000 - 00xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx, X0X 0X0
To: Capital Corp.
Capital Reserve Corporation
000 - 00xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
or such other address as any Party may specify by notice in
writing to the other.
(b) Any notice delivered on a business day, or sent by
electronic communication on a business day, will be deemed
conclusively to have been effectively given on the date
notice was delivered or transmitted.
(c) Any notice sent by prepaid registered mail will be
deemed conclusively to have been effectively given on the
tenth business day after posting; but if at the time of
posting or between the time of posting and the tenth
business day thereafter if there is a strike, lockout or
Other labor disturbance affecting postal service, then the
notice will not be effectively given until actually
delivered.
11.6 Xxxxxxxxx warrants to Lanisco that no agent or other
intermediary has been engaged by Xxxxxxxxx in connection
with the business dealing herein contemplated; and Lanisco
warrants to Xxxxxxxxx that no agent or other intermediary
has been engaged by Lanisco in connection with the Agreement
herein contemplated.
11.7 This Amended Agreement will be governed by and construed in
accordance with the laws of England and the parties will
attorn to the jurisdiction of the Courts thereof.
IN WITNESS WHEREOF Lanisco Holdings Limited, Carbon
Resources Limited, Synergy Technologies Corporation and
Capital Reserve Corporation have each executed this Amended
Agreement duly attested by the hands of its respective
properly authorized officers in that behalf and Xxxxxx
Xxxxxxxxx has set his hand and seal all as of the day and
year first above written.
SIGNED, SEALED and DELIVERED
by XXXXXX XXXXXXXXX
in the presence of:
/s/ XXXXXXX XXXX-XXXXXX /s/ XXXXXX XXXXXXXXX
--------------------------- ---------------------
WITNESS as to the signature XXXXXX XXXXXXXXX
of Xxxxxx Xxxxxxxxx
LANISCO HOLDINGS LIMITED,
a Cyprus corporation
By: /s/ XXXXXXXXXX X. XXXXXXXX
--------------------------------
Name: XXXXXXXXXX X. XXXXXXXX
Title: Secretary/Treasurer
CARBON RESOURCES LIMITED,
a Cyprus corporation
By: /s/ XXXXXX X. XXXXXX
-------------------------
Name: XXXXXX X. XXXXXX
Title: President
SYNERGY TECHNOLOGIES CORPORATION
a Colorado corporation
By:/s/ XXXX XXXXXX
---------------------
Name: XXXX XXXXXX
Title: Chief Executive Officer
CAPITAL RESERVE CORPORATION
a Colorado corporation
By: /s/ XXXXX X. XXXXX
------------------------
Name: XXXXX X. XXXXX
Title: Authorized Signatory
