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Exhibit 10.5(a)
FIRST AMENDMENT TO
THE BALANCED OIL RECOVERY SYSTEM LIFT LICENSE
AGREEMENT DATED JUNE 19, 1998
THIS FIRST AMENDMENT to The Balanced Oil Recovery Lift License Agreement
is made and entered into this 29 day of July, 1999, by and between Lift-Pump,
L.L.C., as Oklahoma Limited Liability Company located at 000 Xxxxx Xxxxxxxx,
Xxxxx 000, Xxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxxx, 00000 ("LLC") by its Manager Maok
Xxxxxxx;
And
Xxxxx Technology Licensing Incorporated, Xxxxx 000, 0000 Xxxxx Xxxxx Xxxx,
Xxxxx, Xxxxxxx 00000, ("TTL"), by its President and Chief Executive Officer,
Xxxx X. Xxxxx;
RECITALS
WHEREAS LLC and TTL on the 19th day of June, 1998, entered into The
Balanced Oil Recovery System Lift License Agreement ("License Agreement") for
the purpose of undertaking a joint effort at designing, manufacturing, selling
or otherwise commercializing a pumping device for all xxxxx that is referred to
in the License Agreement as the Balanced Oil Recovery System Lift ("BORS Lift")
to complement the production process developed by the LLC; AND
WHEREAS during the course of the improvement and development of the BORS
Lift, LLC and TTL have determine that the BORS lift can be used for a
multiplicity of purposes including, but not limited to, oil xxxxx that are not
candidates for the balancing process developed by the LLC; AND
WHEREAS LLC and TTL recognize and agree that TTL would not be
manufacturing BORS Lifts for any use or purpose but for the efforts of LLC to
develop a pumping unit for oil xxxxx that utilize the balancing process
developed by the LLC; AND
WHEREAS by this First Amendment The Balanced Oil Recovery System Lift
License Agreement dated June 19, 1998 ("First Amendment"), LLC and TTL agree and
intend that the term "BORS Lift" as defined and used in the License Agreement
shall include any and all pumping units or devices developed or manufactured by
TTL for the lifting from the earth or otherwise of hydrocarbons, water or any
other liquids, fluids or slurries of any kind or nature whether or not
containing hydrocarbon.
NOW, THEREFORE, LLC and TTL, intending to be legally bound, agree that the
License Agreement is amended as follows:
1. The recital set forth above are incorporated into and made a part of
this First Amendment.
2. LLC and TTL intend and agree that the License Agreement applies to and
encompasses any and all pumping units or devices and any and all improvements
thereto
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developed by TTL and LLC and manufactured by TTL as provided in the License
Agreement. The parties hereto further agree that the term "BORS Lift" as defined
and used in the License Agreement shall include any and all pumping units or
devices developed by TTL or LLC and manufactured by TTL as provided in the
Licensed Agreement for the lifting from the earth or otherwise of hydrocarbons,
water or any other liquids, fluids or slurries of any kind or nature whether or
not containing hydrocarbons.
3. Other than as amended herein, all of the remaining terms and conditions
of the License Agreement remain in full force and effect.
4. This First Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns subject to the
restriction upon assignment set forth in the License Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed,
sealed, and altered by persons duly authorized so to do, as of the date first
stated hereinabove.
LLC: TTL:
Lift-Pump, LLC. Xxxxx Technology Licensing
Incorporated
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx X. Xxxxxx, Pres.
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Xxxx Xxxxxxx, Manager Xxxx X. Xxxxxx, President
ATTEST: ATTEST:
/s/ Xxxxxx Xxxxx /s/ Xxxx Xxxxxx
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Xxxxxx Xxxxx, Member Xxxx Xxxxxx, Vice President
