AMENDMENT NO. 1 TO THE
SHARE EXCHANGE AGREEMENT
THIS AMENDMENT NO. 1 (this "Amendment") is hereby entered into this 25th
day of May 1999, as an Amendment to that certain Share Exchange Agreement dated
the 5th day of May 1998, (the "Agreement"), by and among LAXARCO HOLDING
LIMITED, a company incorporated under the laws of the Republic of Cyprus
("Laxarco"), CARBON RESOURCES LIMITED, a company incorporated pursuant to the
laws of the Republic of Cyprus, ("Carbon"), SYNERGY TECHNOLOGIES CORPORATION,
previously known as AUTOMATED TRANSFER SYSTEMS CORPORATION, a Colorado
corporation ("Synergy") and STONE CANYON RESOURCES, LTD. a company organized
under the laws of the Province of Alberta, Canada ("Stone Canyon").
WHEREAS, the parties, having entered into the Agreement, now wish to
amend certain provisions of the Agreement and mutually agree to certain waivers
of possible breaches thereunder.
1. Paragraph C on page 2 of the Agreement is hereby amended in its
entirety to read as follows:
"C. Carbon holds a 100% interest in a Heads of Agreement executed
by and between Laxarco and the Novocherkassk Plant of Synthetic
Products appended hereto as Schedule B; and"
2. (a) Section 1.1(h) of the Agreement is hereby amended so that the
first line thereof reads as follows: "'Successful Completion' means the
successful completion of the 4 bbl per day pilot..."
3. Section 1.3-K is hereby deleted in its entirety without any
renumbering any of subsequent subsections.
4. The parties hereto hereby understand, agree and acknowledge that the
shares of Carbon to be delivered to Synergy pursuant to subsection (d) of
Section 12.1 of the Agreement have not been delivered as required thereby;
and (b) the approvals required by Sections 6.1 (a) and (b) have not been
delivered; however each such failure can and will be cured by the delivery
thereof at the time of the execution of this Amendment
5. The portion of Subsection (d) of Section 8.1 that begins with "save
for the interest of Laxarco" and ends with "Schedule
7. The first clause of subsection (v) of Section 8.1 of the Agreement is
hereby amended to read as follows:
"(v) since the Effective Date;"
8. Concurrent with the execution hereof, Synergy shall deliver the
documents required by Subsections (c) and (f) of Section 13.1 of the Agreement
and thereby satisfy the requirements
thereof.
9. Section 20.1 is hereby amended to include the following subsections:
"(d) To Stone Canyon:
Stone Canyon Resources, Ltd.
0000 Xxxxx Xxxxxxxx Xxxxxx
000 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
(e) To Carbon Resources:
Carbon Resources Limited
Xxxxxx 000 Xxxxxx 0
X.X. Xxx 0000
Xxxxxxx, Xxxxxx
10. The following Section is hereby added in its entirety to the Agreement:
"23.01 Any dispute which may arise between the parties hereto under this
Agreement other than disputes relating to third party claims, shall be settled
by an equitable rather than a strictly legal interpretation. In such cases, the
parties will submit their differences to five arbiters: each party is to select
one arbiter and the fifth to be selected by the arbiters named by the parties
hereto. In the event of a disagreement among the arbiters,the decision will
rest with the majority. The decision of the majority of the arbiters shall be
binding upon the parties hereto without appeal and may be entered as a judgment
in any court of competent jurisdiction. The arbiters will be relieved of all
judicial formality and may abstain from the strict rules of law except that the
parties shall have the right to engage in discovery as if the dispute were
proceeding in a court of general jurisdiction in the State of Colorado.
23.02 Arbitration may be initiated by any of the parties (the
"Petitioner") by written notice to the other parties demanding arbitration
and naming its arbiter. The other parties (the "Respondents") shall have ten
business days after receipt of said notice within which to designate each of
their respective arbiters. The fifth arbiter shall be chosen by the four
arbiters named by the parties within ten business days thereafter
and the arbitration shall be held at the place hereinafter set forth ten
business days after the appointment of the fifth arbiter. Should the four
arbiters not be able to agree on the choice of the fifth, then the third
arbiter shall be chosen by the American Arbitration Association. If
any the of Respondents does not name its arbiter within ten business days, the
Petitioner may designate such party's arbiter. Arbitration shall take place in
Denver, Colorado. The Petitioner and the Respondents each shall pay its own
expenses in connection with the Arbitration. The expense of the arbiters shall
be shared equally between the parties.
Except to the extent set forth in this Agreement, the Commercial Arbitration
Rules of the American Arbitration Association shall govern any arbitration
procedure hereunder."
IN WITNESS WHEREOF the parties hereto have set their hand and seal as of the
day and year
first above written.
SIGNED, SEALED and DELIVERED
BY LAXARCO HOLDING LIMITED
in the presence of:
/s/ Panyaiota Pifani
LAXARCO HOLDING LIMITED
SIGNED, SEALED and DELIVERED
by CARBON RESOURCES LIMITED
in the presence of:
/s/ Xxxxx Xxxxxx /s/ Xxxxxxxxxx Xxxxxxxx
CARBON RESOURCES LIMITED
SIGNED, SEALED and DELIVERED
BY SYNERGY TECHNOLOGIES CORPORATION
in the presence of:
/s/ Xxxxx Xxxxxx /s/ Xxxxxxxx Xxxxxxx
SYNERGY TECHNOLOGIES
CORPORATION
SIGNED, SEALED and DELIVERED
BY STONE CANYON RESOURCES, LTD.
in the presence of:
/s/ Xxxxx Xxxxxx /s/ Xxxxxxxxxx Xxxxxxxx
STONE CANYON
RESOURCES, LTD.
