ASSIGNMENT & AMENDMENT
ASSIGNMENT & AMENDMENT made as of the 23rd day of February, 1999, to
AGREEMENT made as of the 25th day of August 1997 by and between Isramco, Inc.
(the "Company") and Romulas Investment Ltd. ("Consultant").
W I T N E S S E T H
WHEREAS, the Company and the Consultant have entered into that certain
Agreement dated as of the 25th day of August, 1997, relating to the provision by
Romulas to the Company of certain advisory and consulting services (hereinafter
the "Consulting Agreement"); and
WHEREAS, the Company and Romulas desire to amend the agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, the Company and the Consultant hereby agree as follows:
1. Ratification of Assignment of Consultant's Obligations.
The Company hereby approves and ratifies the assignment by Consultant of
all of its obligations and rights in and to the Consulting Agreement to
Remarkable Holdings Ltd. (hereinafter, "Remarkable"). By its signature below,
Remarkable agrees to bound by each and every term, representation, condition and
other provision contained in the Consulting Agreement, as such Consulting
Agreement is hereby amended. Henceforth, each and every reference in the
Agreement to "Consultant" shall be deemed to refer to, and bind, Remarkable.
2. Amendment
2.1 Extension of the Term of the Consulting Agreement. Section 5 of the
Consulting Agreement is hereby amended to extend the term of the Consulting
Agreement by deleting the date "July 31, 1998" and substituting therefor the
date "July 31, 2000".
2.2 Amendment to Section 2. Section 2 of the Consulting Agreement is hereby
amended to delete the figure "Seven Thousand Five Hundred ($7,500)" and to
substitute therefor the figure "Fifteen Thousand ($15,000)". The terms of
Section 2, as amended, shall take effect as of February, 1999.
2.3 Amendment to Section 3. Section 3 of the Consulting Agreement is hereby
deleted in its entirety and, in substitution therefor, a new Section 3 is
inserted, the text of which shall read as follows:
" 3. Non-Reimbursement of Expenses. Consultant shall not be entitled to
reimbursement for any amounts expended in the performance of the services.
It is the intention of parties that the amounts payable to Consultant under
Section 2 as shall comprise the entire amount payable by the Company to
Consultant in connection with the service performed hereunder."
The terms of Section 3, as amended, shall take effect as of February, 1999.
2.4 Continuing Force and Effect of Other Provisions of the Agreement. This
instrument shall be deemed to be a modification of the Consulting Agreement
pursuant to Section 10 thereof. Except as hereby modified, each and every other
term or condition of the Consulting Agreement shall remain and continue in full
force and effect. Henceforth, all references to the Consulting Agreement shall
mean the Consulting Agreement as herein amended.
IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed this instrument as of the date first above written.
Isramco, Inc.
By:
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Haim Tsuf, Chairman
Romulas Investment Ltd.
By: -----------------------------
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Remarkable Holdings Ltd.
By: -----------------------------
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