Filed by Bowne Pure Compliance



 





Exhibit  10.68




AMENDMENT DEED




DEED dated 13th August 2007




PARTIES





	 	1.	 	SYNTROLEUM INTERNATIONAL CORPORATION incorporated and registered in the State of
Delaware, United States of America with registration number 3100840 whose registered
office is at 4322 South
49th West
Avenue, Tulsa, Oklahoma 74107;

	 
	 	2.	 	AFRICAN ENERGY EQUITY RESOURCES LIMITED incorporated and registered in England and
Wales with company number 05724928 whose registered office is at 35 Portman Square, London,
W1H 6LR;

	 
	 	3.	 	ENERGY EQUITY RESOURCES (NORWAY) LIMITED incorporated and registered in England and
Wales with company number 5216866 whose registered office is at 35 Portman Square, London,
W1H 6JR; and

	 
	 	4.	 	SYNTROLEUM CORPORATION incorporated and registered in the State of Delaware, United
States of America with registration number 3034519 whose registered office is at 4322 South
49th West
Avenue, Tulsa, OK 74107.







BACKGROUND




	 	A.	 	The parties have executed and created a share sale and purchase agreement dated
19th January 2007.
	 
	 	B.	 	The parties have executed and created deeds of amendment amending the share sale and
purchase agreement dated 30th March 2007, 21st June 2007 and
17th July 2007 (the share sale and purchase agreement as amended being the
“Principal Agreement”).

	 
	 	C.	 	The parties by mutual agreement wish to further amend the Principal Agreement upon and
subject to the provisions of this Deed.






PROVISIONS




THIS DEED PROVIDES:




	 	1.	 	INTERPRETATION






	 	1.1	 	Definitions




Meanings apply to words and expressions and capitalised terms used but not separately
defined in this Deed as specified in clause 1.1 of the Principal Agreement, unless the
context otherwise requires.




 


 









 















	 	1.2	 	Interpretational Rules
	 
	 	 	 	Rules of interpretation apply to this Deed as specified in clause 1.1 of the Principal
Agreement and in this provision, unless the context otherwise requires:






	 	(a)	 	any reference to a provision is a reference to a clause of, or schedule
to, the Principal Agreement or this Deed including each subclause, paragraph and
subparagraph of that provision; and
	 
	 	(b)	 	the expression “business day” for the purposes of this Deed, means any
day on which trading banks generally are open for business in the place of receipt
of any written notice, payment of any moneys or performance of any liability by any
part contemplated or required under this Deed, excluding a Saturday, Sunday or
public holiday in that place.






	 	1.3	 	Performance
	 
	 	 	 	Any payment or action required to be performed by a party under any provision of this
Deed on or prior to a day which is not a business day must be paid or performed by the
party on or prior to the immediately following business day.






	 	2.	 	CONTRACT AMENDMENT
	 
	 	 	 	The Principal Agreement is amended by the deletion of clause 3.2(a) and the substitution
on lieu thereof of the following:






	 	“(a)	 	US$ 10,171,802 (ten million, one hundred and seventy one thousand,
eight hundred and two), in clear funds and without any set-off or deductions:






	 	(i)	 	as to US$2,000,000 (two million) on 1st April 2007;
and
	 
	 	(ii)	 	as to US$1,000,000 (one million) on 8th May 2007;
and
	 
	 	(iii)	 	as to US$7,171,802 (seven million, one hundred and seventy one
thousand, eight hundred and two) and the amount due pursuant to clause 3.2(e)
on or before 31st August 2007.”




with effect on and from the date of signing and delivery of this Deed by the parties
(the “Effective Date”).




 


 









 













	 	3.	 	CONTRACT CONFIRMATION
	 
	 	 	 	The Principal Agreement continues in full force and effect upon and subject to its
provisions, except to the extent amended by clause of 2 of this Deed.
	 
	 	4.	 	OTHER PROVISIONS
	 
	 	 	 	The provisions of clauses 14 to 26 (both inclusive) of the Principal Agreement shall
apply mutatis mutandis to this Deed.




 


 









 





	 	 	 	 	 	 	 
	EXECUTED as a deed.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED and DELIVERED

	 	 	)	 	 	 
	for and on behalf of SYNTROLEUM

	 	 	)	 	 	 
	INTERNATIONAL CORPORATION

	 	 	)	 	 	 
	by its corporate officers:

	 	 	)	 	 	/s/ John B. Holmes, Jr.
	 

	 	 	 	 	 	Director
	 

	 	 	 	 	 	Full Name:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ Richard L. Edmonson
	 

	 	 	 	 	 	Director/Secretary
	 

	 	 	 	 	 	Full Name:
	 
	 	 	 	 	 	 
	SIGNED and DELIVERED

	 	 	)	 	 	 
	for and on behalf of AFRICAN ENERGY

	 	 	)	 	 	 
	EQUITY RESOURCES LIMITED by its

	 	 	)	 	 	 
	corporate officers:

	 	 	)	 	 	/s/ Olav Einstad
	 

	 	 	 	 	 	Director
	 

	 	 	 	 	 	Full Name:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ Philip Vinque
	 

	 	 	 	 	 	Director/Secretary
	 

	 	 	 	 	 	Full Name:
	 
	 	 	 	 	 	 
	SIGNED and DELIVERED

	 	 	)	 	 	 
	for and on behalf of ENERGY EQUITY

	 	 	)	 	 	 
	RESOURCES (NORWAY) LIMITED

	 	 	)	 	 	 
	by its corporate officers:

	 	 	)	 	 	/s/ Olav Einstad
	 

	 	 	 	 	 	Director
	 

	 	 	 	 	 	Full Name:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ Philip Vinque
	 

	 	 	 	 	 	Director/Secretary
	 

	 	 	 	 	 	Full Name:






 


 









 





	 	 	 	 	 	 	 
	SIGNED and DELIVERED

	 	 	)	 	 	 
	for and on behalf of SYNTROLEUM

	 	 	)	 	 	 
	CORPORATION by its corporate

	 	 	)	 	 	 
	officers:

	 	 	)	 	 	/s/ John B. Holmes, Jr.
	 

	 	 	 	 	 	Director
	 

	 	 	 	 	 	Full Name:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ Richard L. Edmonson
	 

	 	 	 	 	 	Director/Secretary
	 

	 	 	 	 	 	Full Name: