0001130319-05-000424 Sample Contracts

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NOTE AND WARRANT PURCHASE AGREEMENT by and among Genoil Inc., as Issuer and Seller and the parties named herein, as Purchasers with respect to Seller’s Convertible Promissory Notes and Warrants to Purchase Common Shares December 23, 2004
Note and Warrant Purchase Agreement • July 6th, 2005 • Genoil Inc • Oil & gas field services, nec • Ontario

THIS NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) dated as of December 23, 2004, by and among Genoil Inc., a corporation governed by the Canada Business Corporations Act (the “Seller”), and each of the persons listed on Schedule 1 hereto (each is individually referred to as a “Purchaser” and collectively, the “Purchasers”).

Contract No.: LK-040026 AGREEMENT
Services Agreement • July 6th, 2005 • Genoil Inc • Oil & gas field services, nec

A GENOIL INCORPORATED (hereinafter GENOIL), a Petroleum Technology Company with headquarters at 650, 101-6 Avenue SW, Calgary T2P 3P4, Province of Alberta, Canada, represented by Mr. David K. Lifschultz in his capacity as Chairman & Chief Executive Officer.

Thomas F. Bugg, President Via Federal Express Genoil Inc. v(403)750-3450 Calgary, Alberta T2P 3PA Canada Re: First Amendment Hydrocracking Process Agreement dated September 3,2003 (“Agreement”) Between Silver Eagle Refining–Woods Cross Inc. (“Silver...
Genoil Inc • July 6th, 2005 • Oil & gas field services, nec

We have discussed the need to amend the Agreement to set a closing date thereunder and for other purposes. This letter shall serve as such amendment (“First Amendment”) to our Agreement. Please review the changes set forth herein and indicate your approval and acceptance thereof by signing in the box provided below and faxing a copy hereof with your signature thereon to me at your earliest convenience. As we have discussed, our new banking relationship with Bank One, NA (“Bank”), requires that Bank approve in writing any amendments to the Agreement before they become effective; therefore, this First Amendment shall not be binding or of any force or effect until such written approval shall have been obtained from Bank.

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