Exhibit 2(3)
DATED 29 May 1996
-------------------
RIBALTA HOLDINGS, INC.
as Vendor
- and -
FOUNTAIN OIL, INCORPORATED
as Purchaser
- and -
XXXX XXXXXXX XXXX
as Warrantor
______________________________________________________
SUPPLEMENTAL DEED
relating to the sale and purchase of
all the issued share capital of
GASTRON INTERNATIONAL LIMITED
______________________________________________________
MARRIOTT XXXXXXXX
00 Xxxxx Xxxxx Xxxxxx
Xxxxxx XX0X 0XX
1
Tel: 0000 000 0000
Fax: 0000 000 0000
(Ref DJGI DJ60516C)
AGREEMENT dated the 29th day of May 1996
BETWEEN:-
(1) RIBALTA HOLDINGS, INC. of P.O. Box 438, Tropic Isle Building, Road Town,
Tortola, British Virgin Islands ("the Vendor");
(2) FOUNTAIN OIL, INCORPORATED, a corporation organized under the laws of the
state of Delaware USA of 0000 Xxxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000
Xxxxxx Xxxxxx of America ("the Purchaser"); and
(3) XXXX XXXXXXX XXXX of 000 Xxxxx Xxxxxx, Xxxxxx XX-00000 Xxxx, Xxxxxx Xxxxxx
of America ("the Warrantor").
WHEREAS:-
(A) By an Agreement dated 10th August, 1995 made between the Vendor (1), the
Purchaser (2) and the Warrantor (3) ("Agreement") the Vendor agreed,
subject to certain conditions, to sell to the Purchaser the entire issued
share capital of Gastron International Limited ("the Company").
(B) By a Supplemental Agreement dated 3rd November, 1995 made between the
parties hereto ("Supplemental Agreement") the Agreement was amended in
certain regards.
(C) The parties hereto wish to enter into this Supplemental Deed to further
amend the terms of the Agreement and the Supplemental Agreement.
THIS DEED WITNESSETH as follows:-
1. AMENDMENTS
In consideration of the mutual promises set out herein, the parties hereto
hereby agree that the following amendments be made to the Agreement and to
the Supplemental Agreement:-
(a) the figure in Clause 5.1 of the Agreement be amended to US$300,000;
(b) the number of Consideration Shares set out in Clause 5.2 of the
Agreement be amended;
2
in sub-clause (a) to 70,000
in sub-clause (b) to 210,000
in sub-clause (c) to 420,000
(c) the figure in the last line of Clause 1 of the Supplemental Agreement
be amended to US$300,000.
2. CONTINUATION OF AGREEMENT
The parties hereto hereby confirm that, save as set out in Clause 1 above,
the Agreement and the Supplemental Agreement shall continue in full force
and effect between them.
3. COSTS
Each party shall pay its own legal and other professional charges and
expenses incurred in connection with this Supplemental Deed.
4. PROPER LAW AND JURISDICTION
4.1 This Supplemental Deed shall be governed by and construed in accordance
with English Law.
4.2 Each of the parties agrees to submit to the non-exclusive jurisdiction of
the English Courts as regards any claim or matter-arising from, or in
connection with, this Supplemental Deed.
4.3 The Vendor and the Warrantor each hereby irrevocably appoints Integro
Finance (UK) Limited, Xxxxxx Bridge, 00 Xxxxxxx Xxxx, Xxxxxx, XX0X 0XX,
Xxxxxx Xxxxxxx as its agent to accept service on its behalf in respect of
this Supplemental Deed.
IN WITNESS whereof this Deed has been duly executed and delivered the day and
year first above written.
3
SIGNED as a Deed and delivered by )
XXXX XXXXX XXX XXX XXXX ) /s/Xxxx Xxxxx Xxx Xxx Xxxx
REPRESENTING PADNALLS )
ENTERPRISES LIMITED )
duly authorized for and on behalf of )
RIBALTA HOLDINGS, INC. )
in the presence of:- )
/s/Xxxxxxxx Xxxx
Xxxxxxxx P.M. Xxxx
Xxxxx 00-00, 0xx Xxxxx
Xxx Xxxxx Xxxxx
00 Xxx Xxxxx Xxxxxx
Xxxx Xxxx
Assistant Manager
SIGNED as a Deed and delivered by )
XX. XXXXXXX XXXXXX ) /s/Xxxxxxx Xxxxxx
duly authorized for and on behalf of )
FOUNTAIN OIL, INCORPORATED )
in the presence of:- )
/s/XX Xxxxxxx
Xxxx XX Xxxxxxx
c/o Marriott Xxxxxxxx
00 Xxxxx Xxxxx Xxxxxx
Xxxxxx XX0X 0XX
SIGNED as a Deed and delivered )
by the said XXXX XXXXXXX XXXX ) /s/Xxxx Xxxxxxx Xxxx
in the presence of:- )
/s/XX Xxxxxxx
Xxxx XX Xxxxxxx
c/o Marriott Xxxxxxxx
00 Xxxxx Xxxxx Xxxxxx
Xxxxxx XX0X 0XX
4
