ex10_1.htm


    
      

    

    Exhibit
10.1

    AMENDED
SERVICE AGREEMENT

    


    


    THIS
AGREEMENT is to have effect and
is dated for reference   the 1st day of May 2009

    


    BETWEEN:

    


    Syntec
Biofuel Inc. ('Syntec')

    


    


    AND:

     

    Syntec
Biofuel Technologies Inc ('SBT')

     

     

    AND

    


    Syntec Biofuel Research Inc.,
(
“SBRI”)                                                                                     

    


    


    WHEREAS:

    


    
      	
               
      

            	
              ·

            	
              Syntec
      and SBRI entered into a Service Contract on the 1st November 2007 (the
      'Agreement'), Annexure “A”, whereby SBRI was to provide certain services
      including the ongoing research and development of the Syntec
      catalysts.

            


    

    


    
      	
               
      

            	
              ·

            	
              Syntec
      has incorporated SBT as a wholly owned subsidiary which acts as the go
      between Syntec and SBRI for the funding of the
  Services.

            


    

    


    
      	
               
      

            	
              ·

            	
              The
      parties wish to amend the Agreement

            


    

    


    


    NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the premises and of the covenants
hereinafter contained, the parties hereto have agreed as follows:

    


    The
Agreement is hereby amended by substituting in paragraph 4.1, 4.2 and 4.3  'SBT' in place of
'Syntec' .

    


    Other
than the aforementioned substitution all terms and conditions and text of the
Agreement shall remain in full force and effect.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS AGREEMENT shall endure to
the benefit of and be binding upon the parties hereto and their respective
heirs, executors, administrators, successors and permitted
assignees.

    


    


    
      
        
          
            
              
                
                  	
                          SIGNED,
      SEALED AND DELIVERED

                        	 
      	
                          )

                        	 
      
	
                          /s/
      Michael Jackson

                        	 
      	
                          )

                          )

                          )

                          )

                        	 
      
	
                          Authorized
      Signatory

                        	 
      	
                          )

                        	 
      
	
                          Syntec
      Biofuel Inc.

                        	 
      	
                          )

                          )

                        	 
      
	 
      	 
      	
                          )

                        	 
      
	
                          SIGNED,
      SEALED AND DELIVERED

                        	 
      	
                          )

                        	 
      
	
                          /s/
      Michael Jackson

                        	 
      	
                          )

                          )

                          )

                          )

                        	 
      
	
                          Authorized
      Signatory

                        	 
      	
                          )

                        	 
      
	
                          Syntec
      Biofuel Technologies Inc.

                        	 
      	
                          )

                          )

                        	 
      
	 
      	 
      	 
      	 
      
	
                          SIGNED,
      SEALED AND DELIVERED

                        	 
      	
                          )

                        	 
      
	
                          /s/Nancy
      Ross

                        	 
      	
                          )

                          )

                          )

                          )

                        	 
      
	
                          Authorized
      Signatory

                        	 
      	
                          )

                        	 
      
	
                          Syntec
      Biofuel Research Inc

                        	 
      	
                          )

                          )

                        	 
      
	 
      	 
      	
                          )

                        	 
      


                

              

            

          

        

      

    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Annexure
A

    


    SERVICE
AGREEMENT

    


    


    THIS
AGREEMENT is to have effect and
is dated for reference on the 1st day of November
2007.

    


    BETWEEN:

    


    Syntec
Biofuel Inc.

    


    
      
        	
                (hereinafter
      called “Syntec”)

              	
                OF
      THE FIRST PART

              


      

    

    


    AND:

    


    Syntec Biofuel Research
Inc.,

    


    
      
        	
                (hereinafter
      called “SBRI”)

              	
                OF
      THE SECOND

              


      

    

    PART

    


    


    WHEREAS:

    


    
      	
               
      

            	
              1.

            	
              Syntec
      wishes to contract Syntec Biofuel Research Inc. to provide certain
      services including the ongoing research and development of the Syntec
      catalysts.

            


    

    


    
      	
               
      

            	
              2.

            	
              SBRI
      has indicated its willingness to undertake the duties and responsibilities
      pertaining to the development of the Syntec catalysts on the terms set out
      herein.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      parties have agreed that the terms and conditions of such appointment will
      be as hereinafter set forth.

            


    

    


    NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the premises and of the covenants
hereinafter contained, the parties hereto have agreed as follows:

    


    
      	
               
      

            	
              1.

            	
              ACCEPTANCE

            


    

    


    
      	
               
      

            	
              2.1

            	
              SBRI
      hereby agrees to carry out its duties to Syntec under the terms and
      conditions set out in this
Agreement.

            


    

    


    


    
      	
               
      

            	
              2.

            	
              TERM

            


    

    


    Subject
to the provisions hereinafter contained, the term of the appointment shall be
for an initial term of 2 years commencing on the date hereof, and automatically
renewing for another 1 year term unless terminated in writing at least 60 days
prior to the end of the term.

    


    


    
      	
               
      

            	
              3.

            	
              DUTIES AND
      RESPONSIBILITIES

            


    

    


    
      	
               
      

            	
              3.1

            	
              SBRI
      will provide the following
services;

            


    

    


    
      	
               
      

            	
              3.1.1

            	
              Provide
      a laboratory environment and the day to day management of the
      laboratory.

            


    

    


    
      	
               
      

            	
              3.1.2

            	
              Provide
      security of tenancy.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              3.1.3

            	
              Continue
      developing catalysts that are capable of converting biomass into
      ethanol.

            


    

    


    
      	
               
      

            	
              3.1.4

            	
              Set
      the procedure for catalyst testing.

            


    

    


    
      	
               
      

            	
              3.1.5

            	
              SBRI
      will be responsible to secure and screen all new employees who will sign
      confidentiality and waiver agreements in favor of
  Syntec.

            


    

    


    
      	
               
      

            	
              3.1.6

            	
              Apply
      for Government funding and
SR&ED.

            


    

    


    
      	
               
      

            	
              3.1.7

            	
              Apply
      for Patents on new intellectual property (“I.P.”) being developed by
      SBRI.  Syntec shall assign all right, title and interest in and
      to the I.P. to Syntec.

            


    

    


    
      	
               
      

            	
              3.1.8

            	
              Pay
      all expenses as they become due and
payable.

            


    

    


    
      	
               
      

            	
              3.1.9

            	
              Provide
      safety features in the laboratory.

            


    

    


    


    
      	
            	
              3.2 

            	
                        Syntec
      will have the obligation, duties, authority, responsibility and power to
      negotiate contracts with other persons, firms, corporations or financial
      institutions in connection with arranging and securing of products,
      contracts or services for operating Syntec’s
  business.

            


    

    


    
      	
            	
              3.3

            	
                         In
      conducting duties under this agreement, SBRI will report to Syntec and
      will act consistently with their directives and
  policies.

            


    

     

    
      	
            	
              3.4 

            	
              .a.       SBRI
      acknowledges that all the Intellectual Property pertaining to the Syntec
      catalysts, all equipment, fixtures, fittings and furniture(the
      'Assets')  in the SBRI laboratory is the property of Syntec and
      that SBRI is purely using the I.P. and equipment to provide the services
      outlined in this Agreement and that SBRI will take good care of the
      equipment and perform their operational duties in a sound and businesslike
      manner.

            


    

    b.        SBRI
will return all Assets on termination of this Agreement in good order subject
only to normal wear and tear.

    


    


    
      	
               
      

            	
              4.

            	
              REMUNERATION

            


    

    


    
      	
               
      

            	
              4.1

            	
              SBRI
      will provide Syntec with a budget for on-going expenses and Syntec shall
      pay all expenses plus an overhead fee of 5% of the gross
      expenses.   SBRI will provide monthly expense statements to
      Syntec.  Any expenses in excess of 10% of the budgeted costs will
      require Syntec's approval

            


    

     

    
      	
               
      

            	
              4.2

            	
              All
      SR&ED refunds (less a 10% processing fee) shall be credited back to
      Syntec.

            


    

    


    
      	
               
      

            	
              4.3

            	
              Syntec
      will pay for all new equipment required by SBRI to carry out its duties
      subject to Syntec agreeing to the
purchase.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              5.

            	
              NOTICE

            


    

    


    Any
notice to be given under this agreement will be in writing and will be deemed to
have been given if delivered to, or sent by prepaid registered post addressed
to, the respective addresses of the parties appearing on the first page of this
agreement (or to such other address as one party provides to the other in notice
given according to this paragraph). Where a notice is given by registered post,
it shall be conclusively deemed to be given and received on the 10th day
after its deposit in Canada Post Office at any place in Canada.

    


    


    
      	
               
      

            	
              6.

            	
              CONFIDENTIAL
      INFORMATION

            


    

    


    The
parties hereto acknowledge and agree that SBRI by virtue of the contract with
Syntec will have access to confidential and secret information and therefore
SBRI agrees that during the term of this agreement and on termination or expire
of the same, for any reason whatsoever, it will not divulge or utilize to the
detriment of Syntec any so such confidential or secret information so obtained
and shall transfer to Syntec all I.P. that SBRI has developed on behalf of
Syntec.

    


    


    
      	
               
      

            	
              7.

            	
              TERMINATION OF
      AGREEMENT

            


    

    


    
      	
               
      

            	
              9.1

            	
              Termination
      of this agreement may be instituted when cause is
      present.  Cause shall mean failure of SBRI to perform their
      duties to Syntec in a manner consistent with their responsibilities or if
      SBRI is in breach of any of the other material provisions of this
      agreement.

            


    

    


    


    
      	
               
      

            	
              8.

            	
              ARBITRATION

            


    

    


    Any
controversy or claim arising out of or relating to this agreement or any breach
of this agreement will be finally settled by arbitration in accordance with the
provisions of the Commercial Arbitration Act (British Columbia).

    


    


    
      	
               
      

            	
              9.

            	
              MISCELLANEOUS

            


    

    


    
      	
               
      

            	
              11.1

            	
              This
      agreement will be construed under and governed by the laws of British
      Columbia, Canada.

            


    

    


    
      	
               
      

            	
              11.2

            	
              This
      agreement may not be amended or otherwise modified except by an instrument
      in writing signed by the parties
hereto

            


    

    


    
      	
               
      

            	
              11.3

            	
              This
      agreement represents the entire agreement between the parties and
      supersedes any and all prior agreements and understandings, whether
      written or oral, between the
parties.

            


    

    


    
      	
               
      

            	
              11.4

            	
              The
      titles of heading of the respective paragraphs of this agreement shall be
      regarded as having been used for reference and convenience
      only.

            


    

    


    
      	
               
      

            	
              11.5

            	
              The
      parties hereto hereby covenant and agree that they will execute such
      further agreements, conveyances and assurances as may be requisite or
      which counsel for the parties may deem necessary to effectual carry out
      the intent of this agreement.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS AGREEMENT shall endure to
the benefit of and be binding upon the parties hereto and their respective
heirs, executors, administrators, successors and permitted
assignees.

    


    


    
      
        
          
            
              	
                      SIGNED,
      SEALED AND DELIVERED

                    	 
      	
                      )

                    	 
      
	
                      /s/
      Michael Jackson

                    	 
      	
                      )

                      )

                      )

                      )

                    	 
      
	
                      Authorized
      Signatory

                    	 
      	
                      )

                    	 
      
	
                      Syntec
      Biofuel Inc.

                    	 
      	
                      )

                      )

                    	 
      
	 
      	 
      	
                      )

                    	 
      
	 
      	 
      	
                      )

                      )

                    	 
      
	
                      SIGNED,
      SEALED AND DELIVERED

                    	 
      	
                      )

                    	 
      
	
                      /s/
      Nancy Ross

                    	 
      	
                      )

                      )

                      )

                      )

                    	 
      
	
                      Authorized
      Signatory

                    	 
      	
                      )

                    	 
      
	
                      Syntec
      Biofuel Research Inc

                    	 
      	
                      )

                      )

                    	 
      
	 
      	 
      	
                      )