AMENDMENT TO AGREEMENT
Exhibit
10.1
This
Amendment to Agreement (the "Amendment") is entered into as of August 18, 2006
by and between SulphCo, Inc. ("SulphCo") and SulphCo KorAsia Inc. ("KorAsia").
SulphCo and KorAsia are sometimes referred to herein as the "Parties or a
"Party'".
A,
WHEREAS, SulphCo and OIL SC, Ltd, later renamed SulphCo KorAsia Inc, entered
into an Agreement dated February 22, 2005 (the "Agreement");
B.
WHEREAS, the Agreement includes provision titled "7.10 Amendments" which allows
for written amendments to the Agreement;
C.
WHEREAS, the Parties wish to amend certain sections of the Agreement to the
mutual benefit of both Parties;
NOW
THEREFORE, in consideration of the mutual agreements contained herein, the
Parties agree as follows:
1. |
Section
6.2 Exclusivity
of
the Agreement shall be amended in its entirety to
read;
|
"6.2
Exclusivity. Subject to the termination provisions below, SulphCo agrees that
SulphCo KorAsia shall be the only entity or person in South Korea that it allows
to have the demonstration capabilities and resulting Fees arrangement relating
to the IP for a period of 5 years from the date of this Amendment. Further,
SulphCo agrees that it shall not enter into any agreements providing
demonstration capabilities and resulting Fees arrangement relating to the IP,
as
it relates to petroleum products, as contemplated herein with any third party
in
Asia on terms more favorable than those contained herein, during the term of
this agreement. "
2. |
Section
6.3. Termination,
subsection (d) is hereby removed from the Agreement as SulphCo KorAsia
has
introduced SulphCo to a Third Party within 18 months of execution
of the
Agreement and therefore fulfilled it
obligation.
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3. |
Section
4.3 Conditions
to the Fees of
the Agreement shall be amended in its entirety to
read:
|
"4.3
Conditions
to the Fees.
In order
for SulphCo KorAsia to have a right to the Fees, SulphCo KorAsia must do the
following:
(a) |
notify
SulphCo in writing of all Third Party demonstrations at least ten
days
prior to the demonstration, and allow SulphCo representatives to
be
present at any demonstration;
|
(b) |
cause
the Third Party to execute a confidentiality agreement, the form
and
substance of which must be approved by SulphCo, before such Third
Party
has access to any of the IP; and
|
(c) |
allow
SulphCo to do all negotiating with such Third Party relating to any
potential
business relationship relating to the IP, with such assistance
from
SulphCo KorAsia as reasonable requested by
SulphCo.
|
Furthermore,
it is understood by SulphCo KorAsia that any business arrangement that SulphCo
may enter into based upon section 4.1 will not be exclusive and will not grant
any rights of sublicense or transferability.
4. |
Except
as amended hereby, the original Agreement shall remain in full force
and
effect in accordance with its
terms.
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AGREED
TO:
For
SulphCo, Inc.
|
For
SulphCo KorAsia, Inc.
|
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/s/
Xxxxxx X. Xxxxxxxxx
Xx.
Xxxxxx X. Xxxxxxxxx
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/s/
Sang Ok. Xxx
Name:
Sang Ok. Xxx
|
|
Chairman
and CEO
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Title:
President and CEO
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