SECOND AMENDING AGREEMENT TO LEASE PURCHASE AND SALE AGREEMENT, DATED MAY 11, 2004
SECOND AMENDING AGREEMENT TO
LEASE PURCHASE AND SALE AGREEMENT, DATED MAY 11, 2004
THIS AMENDING AGREEMENT is dated for reference June 11, 2004
BETWEEN:
SCARAB SYSTEMS, INC., a Colorado company whose address is 000-000 Xxxxxxx Xxxxxx, Xxxxxxxxx, X.X. Xxxxxx,
(hereinafter called "Scarab")
OF THE FIRST PART
AND:
METHANE ENERGY CORP., an Oregon company whose address is 000 Xxxxx Xxxxxx, Xxxxxxxx, XX 00000, which is a wholly owned subsidiary of Scarab.
(hereinafter called "Methane")
OF THE SECOND PART
AND:
GEOTRENDS-HAMPTON INTERNATIONAL LLC, a Washington limited liability company whose address is #21514 XX 000xx Xxxxx, Xxxxx Xxxxxx, XX 00000,
(hereinafter called "GHI")
OF THE THIRD PART
WHEREAS:
A. Scarab, Methane and GHI entered into an agreement entitled the "Lease Purchase and Sale Agreement" dated May 11, 2004 (the "Lease Agreement"), as amended May 19, 2004; and
B. Scarab, Methane and GHI wish to amend the Lease Agreement on the terms and conditions set out in this Amending Agreement;
NOW THEREFORE this Amending Agreement witnesseth that, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Scarab, Methane and GHI, the parties covenant and agree with each other as follows:
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1. GHI agree that 450,000 of the Consideration Shares will be issued to Xxxxxx Xxxxxx in place and stead of GHI, and that clauses 4.1(d), (e) and (f) of the Lease Agreement are amended such that in each case where a payment of 600,000 Consideration Shares are to be made to GHI, Scarab is to issue 450,000 Consideration Shares to GHI and 150,000 Consideration Shares to Xxxxxx Xxxxxx.
2. GHI will cause Xxxxxx Xxxxxx to execute a Subscription Agreement with Scarab in a form as prepared by Scarab's attorneys.
3. In all other respects, the Lease Agreement remains in full force and effect.
IN WITNESS WHEREOF the parties have executed this Amending Agreement in accordance with their respective requirements therefor as of the date first above written.
SCARAB SYSTEMS, INC.
Per: /s/ Xxxxxx Xxxxx
Authorized Signatory
METHANE ENERGY CORP.
Per: /s/ Xxxxx Xxxxxxxxx
Authorized Signatory
GEOTRENDS-HAMPTON INTERNATIONAL LLC
Per: /s/ Xxxxx Xxxxxxxxx
Authorized Signatory