Unassociated Document


    AMENDMENT
      NO. 1 TO ACQUISITION AGREEMENT

    


    


    Amendment
      No. 1, dated as of June 30, 2008, to the Acquisition Agreement dated April
      7,
      1999 (the “Agreement”) by and among
      B &
L Oil Company, Inc. (“B & L”), Randall Petroleum Corp. (“Randall”), and
      Polystick U.S. Corporation (“Polystick”). Capitalized
      terms not otherwise defined in this Amendment No. 1 shall have the meanings
      assigned to such terms in the Agreement.

    


    WHEREAS,
      the Parties entered into the Agreement to facilitate the formation of Y2K
      Energy, LLC, which name actually became Century Royalty, LLC (“Century”), and
      the acquisition, operation and administration by Century of certain oil and
      gas
      properties.

    


    WHEREAS,
      on or about July 17, 2003 Polystick transferred its ownership interests in
      Century to Polystick Oil & Gas, Inc. and then Polystick Oil & Gas, Inc.
      merged with Cybershop, LLC, a New Jersey limited liability company, a wholly
      owned subsidiary of GSV, Inc. (Cybershop, LLC & GSV, Inc. are referred to
      herein as “GSV” and included as a member in the term Parties
      above).

    


    WHEREAS,
       Polystick
      funded the acquisition and purchase of the Benz Energy, Inc. and Texstar
      Petroleum, Inc.’s interest in the HLM Project in Liberty and Montgomery
      Counties, Texas, which included a license to the HLM 3-D data set (referred
      to
      herein as the “HLM Project”) on August 1, 1999 under the terms of the
      Agreement.

    


    WHEREAS,
      Polystick funded the acquisition and participation of an undivided
      1/12th
      working
      interest in the Southwestern Energy Company No. SL16625, Southwestern Energy
      Company No. SL16625SWDW and the Southwestern Energy Company No. SL16626,
      Assumptions Parish, Louisiana, (referred to herein as the “Malone Prospect”)
      under the terms of the Agreement.

    


    WHEREAS,
      the Parties desire to (A) terminate the back-in after payout due B & L and
      Randall under Article VI of the Agreement and (B) agree that the Parties shall
      have the right to participate in any prospect generated and proposed in the
      HLM
      Project (SAVE AND EXCEPT (1) the East Wilcox Prospect outlined and depicted
      on
      Exhibit A-1 and the Friendswood No. 2-RE well and (2) the Nickel Prospect
      outlined and depicted on Exhibit A-2 and the Shirley Gay No. 1 well), in the
      following portions: B
&
L
      an undivided 1/3rd
      interest;
      Randall an undivided 1/3rd
      interest;
      and GSV an undivided 1/3rd
      interest.

    


    NOW
      THEREFORE, for ten dollars and other good and valuable consideration, the
      receipt and sufficiency of which is hereby acknowledged, the Parties hereby
      agree as follows:

    


    1.    This
      Amendment No. 1 to Acquisition Agreement shall be effective as of June 30,
      2008.

    


    
      
         

      

      
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    2.    All
      references to Polystick U.S. Corporation and “Polystick” in the Agreement are
      hereby deleted and replaced with “GSV”, which shall be deemed to refer
      collectively to Cybershop, LLC, a New Jersey limited liability company, and
      its
      parent company, GSV, Inc., a Delaware corporation. All references to “HLM
      Project” shall have the meaning set forth in the preambles to this Amendment No.
      1.

    


    3.    The
      text
      of Article IV of the Agreement is hereby deleted in its entirety and replaced
      with the following: 

     

    A.  GSV
      agrees to promptly evaluate the Recommended Prospect to determine whether the
      LLC should make a good faith bona fide offer to acquire the property and/or
      interest. GSV shall have an exclusive option for a period of 30 days after
      receiving such recommendation to independently evaluate the data submitted
      by
      B & L, ET AT and in which to request and obtain additional data
      and collaborate with B & L, ET AL in determining the value of the
      Property and the purchase price which should be offered. On or before the
      expiration of 30 days from the date GSV first receives the original Prospect
      Data, GSV shall notify B & L, ET AL whether it agrees that the LLC
      should make a good faith bona fide offer to acquire the Recommended Prospect.
      If
      GSV so notifies B & L ET AL within such 30 day period, GSV shall
      have an additional ten, (10) days from the date of such notice to collaborate
      with B & L, ET AL to reach a mutually acceptable good faith bona
      fide offer for the Recommended Prospect. In the event a valid counter offer,
      of
      an offer tendered by the LLC, is received from any prospective seller, the
      Parties agree to work together to negotiate the terms of any mutually acceptable
      acquisition. The Parties agree that any offer tendered to a prospective seller,
      including all related negotiations, counter offers, evaluations, adjustments
      and
      other business related to the negotiations shall be concluded within a
      reasonable time, and that a closing shall occur with regard to any such
      acquisition no later than 90 days from the date the Recommended Prospect was
      first submitted to GSV. 

     

    B.  The
      Parties agree to use best efforts to collaborate in an effort to reach a
      mutually acceptable good faith bona fide offer for a Recommended Prospect.
      The
      Parties furthermore agree that any mutually acceptable offer for a Recommended
      Prospect shall be tendered by and in the name of the LLC. GSV,
      B & L and Randall shall each have the right, but not the
      obligation to participate, through the LLC, in any Recommended Prospect in
      the
      following proportions:

     

    
      	
              B & L

            	- an undivided one-third
              interest
	
              Randall

            	-
              an undivided one-third interest
	
              GSV

            	-
              an undivided one-third interest


    

     

    4.    The
      text
      of Article V of the Agreement is hereby deleted in its entirety and replaced
      with the word “Omitted.”

    


    
      
         

      

      
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    5.    Section
      (A) of Article VI of the Agreement is hereby deleted in its entirety and
      replaced with the following:

    


    “(A)  All
      revenues, profits or other benefits generated by a Recommended Prospect or
      other
      interest acquired by the LLC shall be paid to the LLC, however the revenues
      shall be directed and apportioned between the Members of the LLC in accordance
      with the scheme of distribution set forth below.

    


    (1)   For
      all
      revenues, profits or other benefits generated from (a) the East Wilcox Prospect
      outlined and depicted on Exhibit A-1 and the Friendswood No. 2-RE well and
      (b)
      the Nickel Prospect outlined and depicted on Exhibit A-2 and the Shirley Gay
      No.
      1 well (collectively, the “Pending Prospects”), the distribution of revenues,
      profits or other benefits shall be as follows:

    


    BEFORE
      PAYOUT

    


    GSV-----------------------100%

    


    AFTER
      PAYOUT

    


    GSV-----------------------100%

    


    (2)   For
      all
      revenues, profits or other benefits generated from properties or other interests
      owned or acquired by the LLC (i) in the HLM Project other than the Pending
      Prospects or (ii) outside the HLM Project, distribution of revenues, profits
      or
      other benefits shall be as follows:

    


    BEFORE
      PAYOUT

    


    The
      Parties who funded the acquisition shall be credited with 100% of the revenues,
      profits and other benefits from the Recommended Prospect or other interests
      acquired by the LLC, less each Party’s proportionate share of costs and expenses
      related to monthly operations. The revenues, profits and any other benefits,
      less the cost of monthly operations, shall be apportioned between the Parties
      in
      accordance with the percentage of the total acquisition that each respective
      Party funded.

    


    AFTER
      PAYOUT

    


    After
      Payout is achieved the Parties who funded the acquisition shall be credited
      with
      100% of the revenues, profits and other benefits from the Recommended Prospect
      or other interests acquired by the LLC. The revenues, profits and any other
      benefits shall be apportioned between the parties in accordance with the
      percentage of the total acquisition that each respective Party funded. After
      Payout each Party shall pay its respective share of the cost of monthly
      operations related to the interest acquired.

    


    
      
         

      

      
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    6.    Section
      (B) of Article VI of the Agreement is hereby deleted in its entirety and
      replaced with the word “Omitted.”

    


    7.    The
      first
      sentence of Section (B) of Article VII is hereby deleted in its entirety and
      replaced with the following: When Payout occurs under the terms of this
      Agreement, the interest of the Parties vested with a back-in after payout shall
      vest and be converted and credited to such party on the 1st
      day of
      the month following the month in which Payout actually occurs.”

    


    8.    The
      term
“Pay-Out” in Section (B) of Article IX is hereby deleted and replaced with the
      term “Payout”.

    


    9.    Except
      as
      set forth above, the Agreement, as amended herein, shall remain in full force
      and effect without further modification, unless altered or amended in accordance
      with Section (G) of Article X thereof.

    


    10.    This
      Amendment No. 1 to Acquisition Agreement may be executed in several counterparts
      or by separate instruments, and all of such counterparts and instruments shall
      constitute one agreement, binding on all of the parties hereto. Facsimile
      signatures shall be deemed originals for all purposes hereunder. 

     

    [Remainder
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      follow.]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
      Acquisition Agreement to be duly executed as of the first date first above
      written.

     

    
      	B & L OIL COMPANY,
              INC.	 
	 	 	 
	BY:	
              /s/
                Robert E. Hammett

            	 
	 	
              Robert
                E. Hammett, President

            	 
	 	 	 
	 	 	 
	RANDALL PETROLEUM CORP.	 
	 	 	 
	BY:	
              /s/
                Terry Taliaferro

            	 
	 	
              Terry
                Taliaferro, President

            	 
	 	 	 
	 	 	 
	CYBERSHOP, LLC	 
	 	 	 
	BY:	
              /s/
                Gilad Gat

            	 
	 	
              Gilad
                Gat, President

            	 


    

     

    
      
         

      

      
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