EXHIBIT 10.2
SUITE 000.XXX, INC.
000 Xxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
August 29, 2003
Xxxx Xxxx Xxx
c/o 200, 634 4 the Avenue SW
Calgary, Alberta
T2P 0J9
GeoGlobal Resources (India) Inc.
x/x 000, 000 0 xxx Xxxxxx XX
Xxxxxxx, Xxxxxxx
X0X 0X0
RE: Amendment Agreement
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Whereas Suite 000.xxx, Inc. (the "Buyer"), Xxxx Xxxx Xxx and GeoGlobal Resources
(India) Inc. (the "Company), (collectively the "Parties") entered into a Stock
Purchase Agreement (the "Agreement) dated April 4, 2003;
Whereas the closing of the Agreement required the consent from the Indian
government;
Whereas such consent has been given and a legal opinion from Indian counsel has
been given;
Whereas some items in the Agreement need to be amended to reflect the facts as
they now stand and to evidence the agreement of the Parties to such amendments.
The Parties agree:
Article 1.4 is amended to read:
1.4 The Note. The promissory note of the Buyer (the "Note") to be
delivered pursuant to Article 1.3(a) hereof as a portion of the
Purchase Price is to be payable to the Seller and be interest free and
payable in four (4) installments of principal as follows: (U.S.)
$500,000 at the Closing, (U.S.) $500,000 on October 15, 2003, (U.S.)
$500,000 on January 15, 2004 and (U.S.) $500,000 on June 30, 2004. The
Note is to be secured by the Carried Interest and the principal
payments are to be made when due out of the funds of the Buyer. The
form of the Note is attached as Exhibit I.
and Exhibit 1 is amended as attached.
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Article 3 is amended to reflect the fact that the Company is now discontinued
from Alberta and has been continued to Barbados and that a legal opinion from
Barbados counsel is required to opine on the discontinuance and the
enforceability, in substantially the same form as was to have been given by
Alberta counsel.
Article 3.6 (a) is amended to agree that a letter of engagement will be provided
at closing from Xxxxx Xxxxxxxx, Chartered Accounts in regard to their engagement
as auditors of the Company and of the Buyer.
Article 3.6 (b) is amended to reflect the fact that the Company has been in
business since April 4, 2003 and has assets of approximately (US) $100,000 and
liabilities of approximately (US) $350,000 and that no statements in regard to
that will be prepared before closing. The Company has had no revenues.
Article 4.3 is amended to reflect the fact that there are 14,656,867 rather than
14,086,687 shares of the Buyer issued and outstanding.
Article 4.8 (b) is amended to reflect the fact that the cash in the Buyer as of
August 27 ,2003 was approximately (US) $3,200,000.
Article 5.5 is amended to reflect the fact that Xxxx Xxxx Xxx will also be the
CEO and Xxxxxxx Xxxxxx will not be the Interim CEO..
Article 6.7 (a) and (b) is amended to reflect the fact that the Company is
continued to Barbados.
The Omnibus Agreements have been amended to provide that options that are to be
exercised at Closing will be permitted to be exercised within 15 days after
Closing, as set fort in such agreements.
JPR agrees, in consideration of the issuance of the Buyer's Shares to him at the
Closing as follows:
(a) JPR shall not, during the term of three (3) years after
the Closing and for successive periods of one year's duration
thereafter, unless JPR or the Company have given at least 30 days
written notice to the other that this Agreement is to terminate at the
end of the initial term or at the end of any successive period of one
year. (the "Term") disclose any information relating to the private or
confidential affairs of the Buyer or the Company or relating to any
secrets of the Buyer or the Company, to any person other than for the
Buyer's or the Company's purposes and, without limiting the generality
of the foregoing, JPR shall not use for his own purposes or for any
purposes other than those of the Buyer or the Company, any such
information or secrets he may obtain, develop or acquire during the
Term, in relation to the business of oil and gas exploration,
development and production.
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(b) JPR shall well and faithfully use his best efforts to
promote the interests of the Buyer and the Company and bring other
opportunities to the Buyer and the Company.
(c) JPR shall duly, diligently, truly and faithfully account
for and deliver to the Buyer or the Company all business opportunities
during the term of this Agreement and any money, securities and things
of value belonging to the Buyer or the Company which JPR may from time
to time receive for, from or on account of the Buyer or the Company.
(d) JPR shall not, during the Term, without the written
consent of the Buyer, compete directly or indirectly with the Company
with respect to any acquisition, exploration or development of any
crude oil, natural gas or related hydrocarbon interests within the area
of the country of India. For further clarification, the country of
India would include all lands, on or offshore, controlled by the
Government of India under the Directorate General of Hydrocarbons
(e) Upon any termination of the Term, JPR shall at once
deliver or cause to be delivered to the Company all books, documents,
effects, money securities or other property belonging to the Company or
for which the Company is liable to others, which are in the possession,
charge, control or custody of JPR.
(f) Notwithstanding any termination of the Term for any reason
whatsoever and with or without cause, the provisions of Sections (a)
and (e) above and any other provisions of this Agreement necessary to
give efficacy thereto shall continue in full force and effect following
such termination.
The Closing shall be set for August 29, 2003.
In all other respects the Parties reaffirm the Agreement.
Suite 000.xxx, Inc.
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per: Xxxxx Xxxxxx,
CFO and Director
Xxxx Xxxx Xxx
______________________ Witness to signature of Xxxx Xxxx Xxx: _________________
Xxxxxxx X. Xxxxxx
GeoGlobal Resources (India) Inc.
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per Xxxxx X. Xxxx, CFO
