Unassociated Document


    
      EXHIBIT
10.18

       

      AMENDMENT
NO. 1

      TO

      AMENDED
AND RESTATED SALES/PURCHASE AGREEMENT

      


      


      AMENDMENT
No. 1 dated June 26, 2007, to the Amended and Restated Sales/Purchase Agreement,
dated March 26, 2007 (the “Agreement”), among Sandra Dyson (“Seller”), EMTA
Production Holdings , Inc. (“Purchaser”), a Nevada corporation and a wholly
owned subsidiary of EMTA Holdings, Inc., a Nevada corporation
(“EMTA”).

      


      WHEREAS,
Seller and ATME Acquisitions, Inc, (“ATME”) a Nevada Corporation and a wholly
owned subsidiary of EMTA Holdings, Inc. entered into the Agreement referred to
above and ATME has assigned all of its rights and interest in that Agreement by
execution of this Amendment below;

      


      WHEREAS,
Seller and Purchaser entered into the Agreement providing for the sale by Seller
to Purchaser of all issued and outstanding shares of common stock of Dyson
Properties, Inc., an Arkansas corporation, d/b/a Synergyn (the “Company”) and
authorized to do business in the state of Oklahoma; and

      


      WHEREAS,
the parties wish to amend the Agreement as herein set forth.

      


      NOW
THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties to the Agreement agree to amend the Agreement as
follows:

      


      
        	
                I. 

              	
                The
      section named “Reps and Warranties of the Seller” is hereby amended in its
      entirety to read as follows:

              


      

      


      “Seller
hereby represents and warrants as follows:

      


      
        	
                1.       
       

              	
                The
      Company is a corporation duly organized, validly existing and in good
      standing under the laws of the jurisdiction of its incorporation as set
      forth above and has all requisite corporate power and authority to own,
      lease and operate its properties and to carry on its business as now
      conducted.  The Seller is duly qualified or authorized to do
      business as a foreign corporation and is in good standing under the laws
      of each jurisdiction in which it owns or leases real property and each
      other jurisdiction in which the conduct of its business or the ownership
      of its properties requires such qualification or authorization, except
      where failure to be so qualified would not have a material adverse effect
      on the business, assets or financial condition of the Company taken as a
      whole (“Material Adverse Effect”).

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                2.       
       

              	
                Seller
      has all requisite power, authority and legal capacity to execute and
      deliver the Agreement, and each other agreement, document, or instrument
      or certificate contemplated by the Agreement or to be executed by the
      Seller in connection with the consummation of the transactions
      contemplated by the Agreement (together with this Agreement, the “Seller
      Documents”), and to consummate the transactions contemplated hereby and
      thereby.  This Agreement has been, and each of the Seller
      Documents will be at or prior to the closing of the transactions
      contemplated by this agreement (the “Closing”), duly and validly executed
      and delivered by the Seller and (assuming the due authorization, execution
      and delivery by the other parties hereto and thereto) this Agreement
      constitutes, and each of the Seller Documents when so executed and
      delivered will constitute, legal, valid and binding obligations of the
      Seller, enforceable against the Seller in accordance with their respective
      terms, subject to applicable bankruptcy, insolvency, reorganization,
      moratorium and similar laws affecting creditors’ rights and remedies
      generally, and subject, as to enforceability, to general principles of
      equity, including principles of commercial reasonableness, good faith and
      fair dealing (regardless of whether enforcement is sought in a proceeding
      at law or in equity).

              


      

      


      
        	
                3.      
        

              	
                Seller
      owns the shares to be sold to Purchaser hereunder, free and clear of any
      and all liens, charges or encumbrances or any kind or
    nature.

              


      

      


      
        	
                4.      
        

              	
                The
      authorized capital stock of the Company consists of 1,000 shares of common
      stock, 1,000 shares of which are issued and outstanding all of which are
      owned by Seller.  All of the shares to be sold to the Purchaser
      are duly authorized, validly issued, fully paid and
      nonassessable.  There are no options, warrants or other rights,
      agreements, arrangements or commitments of any character relating to the
      issued or unissued capital stock of the Company or obligating the Company
      to issue or sell any shares of capital stock of or other equity interests
      in the Company.  There is no personal liability, and there are
      no preemptive rights with regard to the capital stock of the Company, and
      no right-of-first refusal or similar catch-up rights with regard to such
      capital stock. Except for the transactions contemplated by this Agreement,
      there are no outstanding contractual obligations or other commitments or
      arrangements of the Company to (A) repurchase, redeem or otherwise acquire
      any shares (or any interest therein) or (B) to provide funds to or make
      any investment (in the form of a loan, capital contribution or otherwise)
      in any other entity, or (C) issue or distribute to any person any capital
      stock of the Company, or (D) issue or distribute to holders of any of the
      capital stock of the Company any evidences of indebtedness or assets of
      the Company.  All of the outstanding securities of the Company
      have been issued and sold by the Company in full compliance with
      applicable federal and state securities laws or an exemption available
      thereunder.

              


      

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      
        	
                5.       
       

              	
                None
      of the execution and delivery by the Seller of this Agreement and the
      Seller Documents, the consummation of the transactions contemplated hereby
      or thereby, or compliance by the Seller with any of the provisions hereof
      or thereof will (i) conflict with, violate, result in the breach or
      termination of, or constitute a default under any note, bond, mortgage,
      indenture, license, agreement or other instrument or obligation to which
      Seller is a party or by which Seller or any of Seller’s properties or
      assets is bound; (ii) violate any statute, rule, regulation, order or
      decree of any governmental body or authority by which the Seller is bound;
      or (iii) result in the creation of any Lien upon the properties or assets
      of the Company except, in case of clauses (ii) and (iii) for such
      violations, breaches or defaults as would not, individually or in the
      aggregate, have a Material Adverse Effect.  No consent, waiver,
      approval, order, permit or authorization of, or declaration or filing
      with, or notification to, any person or governmental body is required on
      the part of the Seller in connection with the execution and delivery of
      this Agreement or the Seller Documents, or the compliance by the Seller as
      the case may be, with any of the provisions hereof or
    thereof.

              


      

      


      
        	
                6.       
       

              	
                The
      Company has good and marketable title to all of its assets free and clear
      of all mortgages, pledges, security interests, charges, liens,
      restrictions and encumbrances of any kind whatsoever, except for the
      Lehman Brothers  mortgage on the real property of the Company
      and the two Landmark Bank loans as detailed in Item 10
      below.  Such assets include all of the assets and properties
      held for use by the Company to conduct its business as presently
      conducted.  All of the Company’s tangible assets are in good
      repair, have been well maintained and are in good operating condition, do
      not require any material modifications or repairs, and comply in all
      material respects with applicable laws, ordinances and regulations,
      ordinary wear and tear excepted.

              


      

      


      
        	
                7.      
        

              	
                 Unaudited
      financial statements of the Company for the nine months ended December 31,
      2006, are attached hereto as Annex A (collectively, the “Company Financial
      Statements”).  The Company Financial Statements were prepared in
      accordance with GAAP consistently applied and fairly present the financial
      position and results of operations of the Company as of the respective
      dates thereof and for the periods covered thereby, all in accordance with
      GAAP.  The balance sheets contained in the Company Financial
      Statements fairly reflect all liabilities of the Company of the types
      normally reflected in balance sheets as of the dates thereof. The Company
      has elected to eliminate the footnotes that would normally accompany a
      full set of financial statements.

              


      

      


      
        	
                8.      
        

              	
                (A)
      Except for tax returns for the fiscal year ended March 31, 2007 (which
      return is in the process of being prepared and filed), all tax returns
      required to be filed by or on behalf of the Company have been properly
      prepared and duly and timely filed with the appropriate taxing authorities
      in all jurisdictions in which such Tax returns are required to be filed
      (after giving effect to any valid extensions of time in which to make such
      filings), and all such tax returns were true, complete and correct in all
      material respects; (B) all Taxes payable by or on behalf of the Company or
      in respect of its income, assets or operations have been fully and timely
      paid, and adequate reserves or accruals for taxes have been provided with
      respect to any period for which tax returns have not yet been filed or for
      which taxes are not yet due and owing; and (C) neither Seller nor the
      Company has executed or filed with the Internal Revenue Service (the
      “IRS”) or any other taxing authority any agreement, waiver or other
      document or arrangement extending or having the effect of extending the
      period for assessment or collection of taxes (including, but not limited
      to, any applicable statute of limitation), and no power of attorney with
      respect to any Tax matter is currently in force.  “tax or taxes”
      means all federal, state, local, payroll, excise, income or other taxes or
      similar governmental charges, fees, levies or
  assessments.

              


      

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

      
        	
                9.       
       

              	
                The
      Company has complied in all material respects with all applicable laws,
      rules and regulations relating to the payment and withholding of taxes and
      has duly and timely withheld from employee salaries, wages and other
      compensation and has paid over to the appropriate taxing authorities all
      amounts required to be so withheld and paid over for all periods under all
      laws.  There are no liens as a result of any unpaid taxes upon
      any of the assets of the Company.

              


      

      


      
        	
                10.     
        

              	
                Except
      as would not reasonably be expected to have, individually or in the
      aggregate, a Material Adverse Effect, the Company has (or will have, at
      Closing) good and marketable title to that certain real
      property (the "Property") situated in the City of Calera, County of
      Bryan,
      State of Oklahoma, free and clear of all Liens of any nature
      whatsoever, except (i) statutory liens securing payments not yet due (or
      being conducted in good faith and for which adequate reserves have been
      established), (ii) liens for real property taxes not yet due and payable,
      (iii) easements, rights of way, and other similar encumbrances that do not
      materially affect the use of the properties or assets subject thereto or
      affected thereby or otherwise materially impair business operations at
      such properties, (iv) such imperfections or irregularities of title or
      liens as do not materially affect the use of the properties or assets
      subject thereto or affected thereby or otherwise materially impair
      business operations at such properties and (v) a mortgage held by Lehman Brothers
      Small Balance Commercial Mortgage Pass-Through Certificates, Series 2005-1
      as mortgagee.

              


      

      


      
        	
                11.     
        

              	
                There
      is no suit, action, proceeding, investigation, claim or order pending or,
      to the knowledge of the Seller, overtly threatened against the Company (or
      to the knowledge of the Seller, pending or threatened, against any of the
      officers, directors or key employees of the Company with respect to their
      business activities on behalf of the Company, or to which the Company is
      otherwise a party, which, if adversely determined, would have a Material
      Adverse Effect, before any court, or before any governmental department,
      commission, board, agency, or instrumentality; nor to the knowledge of the
      Seller is there any reasonable basis for any such action, proceeding, or
      investigation.

              


      

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      
        	
                12.     
        

              	
                The
      Company is in compliance with all federal, state and local statutes, laws,
      rules, regulations, orders and ordinances applicable to it or to the
      conduct of its business or operations or the use of its properties
      (including any leased properties) and assets, except for such
      non-compliances as would not, individually or in the aggregate, have a
      Material Adverse Effect.  The Company has all governmental
      permits and approvals from state, federal or local authorities which are
      required for it to operate its business, except for those the absence of
      which would not, individually or in the aggregate, have a Material Adverse
      Effect.

              


      

      


      
        	
                13.      
       

              	
                The
      operations of the Company are in compliance with all applicable laws
      promulgated by any governmental entity which prohibit, regulate or control
      any hazardous material or hazardous material activity (“Environmental
      Laws”) and all permits issued pursuant to Environmental Laws or otherwise
      and the Company has obtained all permits required under all applicable
      Environmental Laws necessary to operate its business.  The
      Company has not received any written communication alleging either or both
      that it may be in violation of any Environmental Law, or any permit issued
      pursuant to Environmental Law, or may have any liability under any
      Environmental Law, and there are no investigations of the business,
      operations, or currently or previously owned, operated or leased property
      of the Company pending or, to the Seller’s knowledge, threatened which
      could lead to the imposition of any liability pursuant to Environmental
      Law.  To the Seller’s knowledge, there is not located at any of
      the properties of the Company any (i) underground storage tanks, (ii)
      asbestos-containing material or (iii) equipment containing polychlorinated
      biphenyls.

              


      

      


      
        	
                14.     
        

              	
                No
      representation or warranty of the Seller contained in this Agreement or in
      any schedule hereto or in any certificate or other instrument furnished by
      the Seller to the Purchaser pursuant to the terms hereof, taken as a
      whole, contains any untrue statement of a material fact or omits to state
      a material fact necessary to make the statements contained herein or
      therein not misleading.”

              


      

       

      
        
          	
                  II. 

                	
                  There
      is hereby added to the Agreement a new section entitled “Survival of Reps
      and Warranties and Indemnification” which shall read as
      follows:

                


        

      

      


      
        	
                “1.   
       

              	
                All
      representations and warranties made herein shall survive the Closing for a
      period of 18 months.”

              


      

       

      
        
          
            	
                    III. 

                  	
                    

                      There
      is hereby added to the Agreement a new section entitled “Warrants to the
      Seller” which shal read as
follows:

                    

                  


          

        

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

           

        

        
          “In
conjunction with the Amended and Restated Sales/Purchase Agreement dated March
26, 2007 EMTA grants the Seller 1,400,000 warrants to acquire 1,400,000 shares
of common stock of EMTA at an exercise price of $0.75 per share.  Such
warrants may be exercised at any time prior to the third anniversary of the
Closing.”

        

      

      


      
        	
                IV. 

              	
                The
      second sentence in the fourth paragraph under the section entitled
      “Payment of Purchase Price” is hereby amended to read as
      follows:

              


      

      


      “Until
the first anniversary of the Closing, if EMTA files a registration statement,
EMTA will include 10% of the shares issued hereunder in such registration
statement.”

      


      
        	
                V. 

              	
                The
      section entitled “Royalty Payments” is hereby amended in its entirety to
      read as follows:

              


      

      


      “Until
the fifth anniversary of the Closing, Purchaser will make to Seller royalty
payments for all products sold by the Company to the extent that such products
use as an ingredient any of the Synergyn formulas listed on Annex B to this
Agreement.  Such royalty payments shall equal $0.20 per (i) gallon of
product sold if in liquid form and (ii) pound of product sold if in solid form;
provided that such payments shall be reduced to $0.10 per gallon or per pound,
as the case may be, once the aggregate amount of royalties payable hereunder
shall have reached $600,000.  All royalty payment hereunder shall be
due and payable with respect to sales revenues actually collected by the Company
within 25 days after the end of each calendar quarter.”

      


      
        	
                VI. 

              	
                There
      is hereby added to the Agreement a new section entitled “Other Agreements”
      which shall read as follows:

              


      

      


      
        	
                1.   
        

              	
                “At
      the Closing, the Company shall enter into an employment agreement with
      Mike Dyson.

              


      

      
        	
                2.   
        

              	
                EMTA
      will pay the Company’s credit card balance within 10 days after the
      Closing.  Seller hereby represents and warrants that such
      balance does not exceed $125,000.

              


      

      
        	
                3.   
        

              	
                Upon
      completion of the audit, any adjustment to the inventory value at December
      31, 2006 will be adjusted in the purchase price being paid
      hereunder.

              


      

      
        	
                4.   
        

              	
                EMTA
      will use commercially reasonable efforts to refinance the existing
      mortgage on the Company’s real estate and to have Seller released from any
      personal liability under such mortgage as
  refinanced.

              


      

      
        	
                5.   
        

              	
                EMTA
      will use commercially reasonable efforts to have Seller removed as a
      guarantor from those certain lending facilities with Landmark
      Bank.”

              


      

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

      

      
        	
                VII. 

              	
                The
      second paragraph under the section entitled “Payment of Purchase Price” is
      hereby amended in its entirety to read as
  follows:

              


      

       

      “Closing
Date: July 15, 2007 or earlier as agreed between the parties.

      


      
        	
                VIII. 

              	
                Except
      as specifically amended herewith, the Agreement is ratified and confirmed
      in all respects.

              


      

      


       

      IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized signatories as of the date first
indicated above.

       

      Assignment
by ATME Acquisitions, Inc. to EMTA Production Holdings, Inc.

       

      
        
          	ATME
      ACQUISITIONS, INC.	 
	 	 	 
	
                  By:
      

                	/s/  
      Edmond L. Lonergan  	 
	 	
                  
    	 
	 	Edmond
      L. Lonergan, President	 
	 	 	 


        

      

       

      
        
          
            	EMTA
      PRODUCTION HOLDINGS, INC.	 
	 	 	 
	
                    By:
      

                  	/s/  
      Edmond L. Lonergan  	 
	 	
                    
    	 
	 	Edmond
      L. Lonergan, President	 
	 	 	 


          

        

         

      

      
        
          
            	EMTA
      HOLDINGS, INC.	 
	 	 	 
	
                    By:
      

                  	/s/  
      Edmond L. Lonergan  	 
	 	
                    
    	 
	 	Edmond
      L. Lonergan, President	 
	 	 	 


          

        

      

       

      
        
          
            
              	 	 	 	 	 
	
                      /s/ 
      Sandra Dyson

                    	 	 	
                       

                    	 
	

                      
    	 	 	 	 
	
                      

                        Sandra
      Dyson - Seller

                      

                    	 	 	
                       

                    	 


            

          

        

      

       

      
        
          
          

        

        
          7