EXHIBIT 10.3
FIRST SUPPLEMENT TO THE
STOCK PURCHASE/EXCHANGE AGREEMENT OF MARCH 11, 1998
the parties
CABEC Energy Corp.
0000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000 / USA
- hereafter CABEC -
and
Xxx Xxxxxxx c/o VIMONTA AG
Xxxxxxxxxxxxxxxxxxx 00x
0000 Xxxxxxxxxx / Xxxxxxxxxxx
- hereafter MAXJEN -
agree to the revised version listed under points A and C, and expanded upon
in point D, under the heading "Recitals", as follows:
(A) from his stock portfolio MAXJEN will make available 10
VIMONTA AG stocks (=20% of the total issued 50 stocks) to
CABEC in exchange for
(B) 2 (two) stock certificates already received from Xx.
Xxxxxxxxx Xxxx with a total value of 15,000,000 in newly
issued stocks of the CABEC Energy Corp., since their issue
with the notice ("restricted under rule 144, as promulgated
by the United States Securities and Exchange Commission
pursuant to the Securities Act of 1993, as amended from
time to time").
(C) both parties mutually ensure that the respective block of
stocks is free from liability or encumbrances of any kind
and that free and unrestricted trade can be carried out
following the expiration of the legal waiting period.
All other points of the Stock Purchase / Exchange Agreement document of March
11, 1998 retain their unlimited applicability. Both parties already declare
themselves to be in agreement at this time, if necessary and requested, to
sign a legally binding sworn translation of this first supplement.
Dallas/Basel, August 3, 1998.
/s/ Xxxxxxx Xxxx /s/ Xxx Xxxxxxx
------------------------------ --------------------------
CABEC Energy Corp. Xxx Xxxxxxx
VIMONTAAG
(VIMONTA SA/VIMONTA LTD.)
Capital stock of 50,000 Francs divided into
50 bearer stocks with a face value of 1,000 Francs each.
STOCK CERTIFICATE
No. 001
for 10 bearer stocks
No. 01 to no. 10
with a total nominal value of
10,000 Francs
With the stocks defined herein, the lawful holder of
this certificate has a share in all legal and statutory
rights and obligations of our corporation.
Bottmingen, September 12, 1990
In the name of the Board of Directors
/s/ Xxxxx Xxxx
-----------------------
Xxxxx Xxxx
RECEIPT
The undersigned, Xx. Xxxxxxx Xxxx, acting as the representative authorized to
sign for
CABEC Energy Corp.
0000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000 / USA
confirms that Xxxx & Co. Allschwill, has received the original of stock
certificate no 001 of which a copy is attached, of 10 bearer stocks of
Vimonta AG, whose headquarters are in Bottmingen/Bl.
Basel/Dallas on the
/s/ Xxxxxxx Xxxx
------------------------------
Xxxxxxx Xxxx
CEO CABEC Energy Corp.
EXECUTIVE AGREEMENT
between
Plastic Pallet Production Inc.
(future PalWeb Corporation)
0000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000 / USA
- hereafter PPP -
and
VIMONTA AG
Xxxxxxxxxxxxxxxxxxx 00x
0000 Xxxxxxxxxx / Xxxxxxxxxxx
- hereafter VIMONTA -
Preamble
The basis of this executive agreement is the valid undersigned Stock Purchase
/ Exchange Agreement - here Section 9a, License and Guarantee, and the
additional supplement for this document of July 2, 1998, which was signed on
March 11, 1998 - between the representative of CABEC Energy Corp.; here Xx.
Xxxxxxx Xxxx, and the representatives of VIMONTA; here Dr. Xxxxxxx Xxxxxx and
Xx. Xxxxxxxxx Xxxx.
On the basis of discussions held on November 10 and 11, 1998 in Dallas, the
future points of contact for both parties are defined as follows.
Section 1
VIMONTA, or its representative, has exclusive rights in Asia and Europe,
including the territory of the former USSR (Russia), on production
technology/patent rights which are acquired from PPP or its subsidiaries in
the matters of
- high pressure extruder machines (double-clamp high pressure
injection molding machines)
- transport container technology (transport receptacles)
Section 2
In order to be able to be successful in the designated markets, the following
PPP services will be made available:
- technical support in a timely manner; innovative-conditioned
product maintenance and technology transfer
- structural and design plans with dimensions, e.g. in
AutoCAD, material and parts lists of machines and palette
forms (molds) described under Section 1
- supplier certificate for product-conditioned components
- PC price calculation program corresponding to the parts
list
- demonstration machines (upon assumption of the direct
costs)
- instruction and in-service training, and introductory
training from technicians sent by VIMONTA
Section 3
Those requirements described under Section 2 are confirmed as soon as
possible, and to be supplied by PPP, at the latest, by the beginning of April
1999.
Section 4
Following respective prior appointments, the firm Pace Plastic Pallets, Inc.
Oklahoma, is prepared to demonstrate in running mode (ready for use mode), if
required, its high pressure extruder machines to VIMONTA'S prospective buyers.
Section 5
Following the receipt of detailed, described and necessary technical
equipment and measures, VIMONTA is prepared to be exorbitantly active in the
operation of the distribution of PPP machinery technology. Furthermore,
VIMONTA declares that it will not market any machinery of existing, known
competitors through its operational structure.
Dallas/Basel, December 10, 1998
/s/ Xxxxxxx Xxxx /s/ JACKLI
------------------------------- -----------------------------------
CABEC Energy Corp. VIMONTA AG
JACKLI
The registrant hired the individual named below to interpret the preceding
document from the German language into English. To the best of the
registrant's knowledge, the preceding document is a fair and accurate
translation.
PALWEB CORPORATION
/s/ Xxxx X. Xxxxxx
------------------------------
Xxxx X. Xxxxxx
Chairman of the Board and President
================================================================================
CERTIFICATE OF ACCURACY
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
Xxxxxxx Xxxxx, being duly sworn, deposes and says:
I am fluent in both the English and German languages, I have made the above
translation from a copy of the original document in the German language and
hereby certify that the same is a true and complete translation to the best
of my knowledge, ability, and belief.
/s/ Xxxxxxx Xxxxx XXXXXX XXXXX
---------------------------------------- Notary Public, State of New York
Xxxxxxx Xxxxx No. O2R05015233
Russian and Slavic Language Services, Inc. Qualified in New York County
Commission Expires Oct. 26, 2000 /s/ Xxxxxx Xxxxx
----------------------------
Notary Public
