<PAGE>



                            THIS AMENDED AND RESTATED
                          TECHNOLOGY TRANSFER AGREEMENT
        originally dated for reference the 6th day of January, 1999, and
                         amended on September 25, 2000.

BETWEEN:

            PIERRE JORGENSEN, a businessman having a mailing address
                 at 41, rue de l'Orme Sec, 94240 L'HAY-LES-ROSES

OF THE FIRST PART

                                     - and -

                LANISCO HOLDINGS LIMITED, a company incorporated
               pursuant to the laws of the Republic of Cyprus and
                           having a mailing address at
                    Soufouli 2, P.O. Box 2545, Nicosia Cyprus


                CARBON RESOURCES LIMITED, a company incorporated
               pursuant to the laws of the Republic of Cyprus and
                           having a mailing address at
                    Soufouli 2, P.O. Box 2545, Nicosia Cyprus


                   SYNERGY TECHNOLOGIES CORPORATION, a company
          incorporated under the laws of Colorado, having its principal
                   place of business at 335 25th Street, S.E.,
                          Calgary, Alberta T2A 7H8; and

               CAPITAL RESERVE CORPORATION, a company incorporated
            under the laws of Colorado, having its principal place of
                       business at 335 25th Street, S.E.,
                            Calgary, Alberta T2A 7H8

OF THE SECOND PART

     WHEREAS:

     1.   Jorgensen has developed a proprietary technology more particularly
          described in Schedule "A" appended hereto (the "Technology") for the
          non-catalytic thermal/chemical upgrading of low API gravity oil to
          light oil.

     2.   Jorgensen and Lanisco previously agreed to jointly develop, market and
          license the Technology.



<PAGE>


     3.   In connection therewith, Jorgensen and Lanisco, on January 6, 1999,
          entered into a Technology Transfer Agreement (the "Original
          Agreement"), which, among other things, made provisions for the
          funding of development of the Technology by Lanisco, restriction on
          the transfer of the Interests held by each of the parties thereunder
          and for the purchase and sale of the Technology in certain
          circumstances and other provisions for matters of mutual concern and
          interest.

     4.   As contemplated by the Original Agreement, Jorgensen executed an
          assignment, in favor of Lanisco, of all of his rights, interests and
          title in and to the Technology and the Patents (the "Assignment"),
          which was placed into trust (the "Trust").

     5.   As of the date hereof, Lanisco has funded at least $1 million towards
          the development of the Technology in fulfillment of its funding
          obligations under the Original Agreement.

     6.   The parties now wish to amend the Original Agreement and the terms and
          conditions contained therein by entering into this Amended and
          Restated Technology Transfer Agreement (this "Amended Agreement").

      NOW THEREFORE THIS AMENDED AGREEMENT WITNESSES that for and in
consideration of the mutual premises and the mutual covenants and agreements
contained herein, the parties covenant and agree each with the other as follows:

     a)   DEFINITIONS

1.1   For all purposes of this Amended Agreement:

"Capital Corp." means Capital Reserve Corporation, a Colorado corporation;

     a)   "Carbon Resources" means Carbon Resources Limited a Cyprus corporation
          and a wholly-owned subsidiary of Synergy;

     b)   "Closing" means the date that this Amended Agreement is approved by
          the parties and/or the shareholders of the parties and is executed by
          the parties hereto;

     c)   "Interest" or "Interests" shall mean the Technology, the Patents, the
          know how, the pilot plant, R&D results, tests runs, the shares of
          Lanisco, the holdings of Jorgensen whether directly or in a company
          over which Jorgensen may have direct or indirect control;

     d)   "Jorgensen" means Pierre Jorgensen;

     e)   "Lanisco" means Lanisco Holdings Limited, a Cyprus corporation and
          wholly owned subsidiary of Carbon Resources;

     f)   "Party" or "Parties" as the context may require shall mean Lanisco
          and/or Jorgensen;


                                       2
<PAGE>




     g)   "Patent" means the entire right, title and interest and in all foreign
          countries, including all rights to claim priority, in and to any and
          all improvements which are disclosed relating to the technology
          defined in Schedule A appended hereto, and any legal equivalent
          thereof in the U.S.. or any other country, including the right to
          claim priority in and to, all Letters of Patent to be obtained for
          said invention by the above application or any continuation, division,
          renewal, or substitute thereof, and as to letters patent any reissue
          or re-examination thereof;

     h)   "Shareholder Approval" means the requisite shareholder approval
          required by Lanisco;

     i)   "Synergy" means Synergy Technologies Corporation, a Colorado
          corporation; and

     j)   "Technology" means the technology defined in Schedule "A" appended
          hereto.

1.2   In this Amended Agreement, except as otherwise expressly provided:

     a)   all references in this Amended Agreement to a designated "Section" or
          other subdivision or to a schedule is to the designated Section or
          other subdivision of, or Schedule to, this Amended Agreement;

     b)   the headings are for convenience only and do not form a part of this
          Amended Agreement and are not intended to interpret, define, or limit
          the scope, extent or intent of this Amended Agreement or any provision
          hereof;

     c)   equally applicable to any gender and, where applicable, a body
          corporate, the word the singular of any term includes the plural, and
          vice versa, the use of any term is "or" is not exclusive and the word
          "including" is not limiting, whether or not non-limiting language,
          such as "without limitation" or "but not limited" to words of similar
          import, is used with reference thereto;

     d)   any accounting term not otherwise defined has the meanings assigned to
          it in accordance with generally accepted accounting principals
          applicable to Cyprus;

     e)   any reference to a statute includes and is a reference to that statute
          and to the regulations made pursuant thereto, with all amendments made
          thereto and in force from time to time, and to any statute or
          regulations that may be passed which has the effect of supplementing
          or superceding that statute or regulations;

     f)   where any representation or warranty is made "to the knowledge of any
          Person, such Person will not be liable for a misrepresentation or
          breach of warranty by reason of the fact, state of facts, or
          circumstances in respect of which the representation or warranty is
          given being untrue if such Person proves that such




                                       3
<PAGE>

          Person conducted a reasonable investigation so as to provide
          reasonable grounds for a belief that there had been no
          misrepresentation or breach of warranty and that fact, state of facts,
          or circumstances could not reasonably be expected to have been
          determined as a result of that reasonable investigation, irrespective
          of the actual investigation conducted by such Person;

     g)   except as otherwise provided, any dollar amount referred to in this
          Amended Agreement is in U.S. funds; and

     h)   any other term defined within the text of this Amended Agreement has
          the meanings so ascribed.

1.3    The following are the Schedules to this Amended Agreement:

         Schedule Description

           A    Technology Description
           B    Patents

2.     UNDERTAKINGS OF THE PARTIES; CLOSING

2.1    Subject to the terms and conditions  hereof,  Lanisco,  Carbon
       Resources,  Synergy and Capital Corp. each undertakes to complete the
       following at or subsequent to the Closing, as the case may be:

       a)   at the Closing, issue to Jorgensen 500,000 shares of Synergy's
            common stock and 500,000 shares of Capital Corp.'s common stock
            (collectively, the "Stock");

       b)   at or immediately following the Closing, Jorgensen shall be
            appointed to the Board of Directors of Carbon Resources;

       c)   at or immediately following the Closing, Synergy shall cause
            Jorgensen to be appointed to the CPJ Project Management Committee;

       d)   subsequent to the Closing, continue to pursue the commercialization
            of the Technology and confirm pursuit of commercialization of the
            Technology with quarterly reporting thereof which shall be provided
            to Jorgensen within 30 days of the end of each quarter commencing
            from the date hereof;

       e)   Lanisco undertakes to remain in good standing as a Cyprus
            corporation;

       f)   subsequent to the Closing, register and maintain all Patents and
            licenses current in all jurisdictions at the expense of Lanisco;


                                       4
<PAGE>



       g)   subsequent to the Closing, to promptly pay to Jorgensen royalty
            payments equal to five percent (5%) of the net proceeds of any
            license and/or sub-license fees, royalties, or any such other
            revenues realized by Lanisco from the Technology, Patents or any
            improvement thereto. "Net proceeds" shall mean as gross revenues
            less reasonable operating expenses, which shall not exceed 10% of
            gross revenues, excluding research and development expenses; and

       h)   to provide to Jorgensen, upon commercialization or commencement of
            the first licensing agreement with royalty payments, monthly
            financial statements prepared by management and annual audited
            financial statements of Lanisco and agree upon written notice by
            Jorgensen to allow Jorgensen or his representatives to attend at the
            offices of Lanisco to perform a review of the accounts of Lanisco
            provided that such notice is received in written form no less than
            seven (7) days in advance of the attendance at the offices of
            Lanisco.

2.2    Jorgensen undertakes to complete the following at or subsequent to the
       Closing, as the case may be:

       a)   at the Closing, to deliver to Lanisco and the trustee of the Trust
            an irrevocable letter of direction to release the Assignment of the
            Technology and any Patents from the Trust to Lanisco;

       b)   not to enter into negotiations with any other parties in relation to
            the Technology either prior to or subsequent to the Closing; and

       c)   subsequent to the Closing, commit his best efforts to Lanisco,
            Carbon Resources, Synergy and Capital Corp. in connection with the
            commercialization of the Technology.

2.3    Closing shall take place upon the execution of this Amended Agreement.
       At the Closing, the Patents shall be released to Lanisco and the Stock
       shall be released to Jorgensen.

3.0    EVENTS OF DEFAULT AND REMEDIES

3.1    In the event that Lanisco, Carbon Resources, Synergy and/or Capital Corp.
       shall fail to observe and perform any of the obligations imposed on them
       by Article 2.1 of this Amended Agreement (a "Default") then Jorgensen may
       give notice of such Default in writing to Lanisco, Carbon Resources,
       Synergy and Capital Corp. specifying the nature of such Default. In the
       event of a Default, as specified in the said notice, that is not cured
       within thirty (30) days of receipt of such notice, Jorgensen shall have
       the right to have such matter arbitrated pursuant to Section 8.1 hereof,
       with such arbitration to be at the cost of Lanisco, Carbon Resources,
       Synergy and Capital Corp.



                                       5
<PAGE>

3.2    Without restricting the generality of Section 3.1, the term "Default" in
       this Amended Agreement will include the occurrence of any of the
       following events:

       a)  the failure of Lanisco, Carbon Resources, Synergy and/or Capital
           Corp. to maintain all Patents and licenses current in all
           jurisdictions at the expense of Lanisco, Carbon Resources, Synergy
           and/or Capital Corp.; and

       b)  the failure of Lanisco, Carbon Resources, Synergy and/or Capital
           Corp. to pay promptly to Jorgensen any required payments under this
           Amended Agreement.

4.0    TRANSACTION EXPENSES

4.1    Each Party to this Amended Agreement shall bear all costs and expenses
       incurred by him or it in negotiating and preparing this Amended Agreement
       and in closing and carrying out the transactions contemplated by this
       Amended Agreement. Unless otherwise expressly provided herein, all costs
       and expenses related to satisfying any condition or fulfilling any
       covenant contained in this Amended Agreement shall be borne by the Party
       whose responsibility it is to satisfy the condition or fulfil the
       covenant in question.

5.0    JORGENSEN WARRANTIES AND REPRESENTATIONS

5.1    Jorgensen warrants and represents to Lanisco, with the intent that
       Lanisco will rely thereon in entering into this Amended Agreement and in
       fulfilling the terms of this Amended Agreement as contemplated herein
       that:

       a)  Jorgensen has the power, authority and capacity to enter into this
           Amended Agreement and to carry out its terms;

       b)  the execution and delivery of this Amended Agreement and the
           completion of the transactions contemplated hereby does not violate
           or constitute an event of default under any contract or agreement to
           which he may be a party and this Amended Agreement constitutes a
           legal, valid and binding obligation of Jorgensen in accordance with
           its terms except as limited by laws of general application affecting
           the rights of creditors;

       c)  Jorgensen has the full power and authority to enter into this Amended
           Agreement and to release the Assignment from the Trust resulting in
           the transfer of all rights, title and Interests he has in the
           Technology, and Patents filed or pending, as contemplated by this
           Amended Agreement to Lanisco, free and clear of all liens and
           encumbrances; and



                                       6
<PAGE>

       d)  there are no existing agreements or contemplated agreements other
           than the Original Agreement, written or oral, of any nature or kind
           whatsoever to which Jorgensen is a party in relation to the
           Technology.

6.0    LANISCO, CARBON RESOURCES, SYNERGY AND CAPITAL CORP. WARRANTIES AND
       REPRESENTATIONS

6.1    Lanisco, Carbon Resources, Synergy and Capital Corp. warrant and
       represent to Jorgensen, with the intent that Jorgensen will rely thereon
       in entering into this Amended Agreement and in fulfilling the terms of
       this Amended Agreement as contemplated herein that:

       (a) each of them has the power and capacity and good and sufficient right
           and authority to enter into this Amended Agreement on the terms and
           conditions herein set forth;

       (b) each of Lanisco and Carbon Resources is a company duly incorporated,
           validly existing and presently in good standing under the laws of the
           Republic of Cyprus and Synergy and Capital Corp. are each a
           corporation duly incorporated, validly existing and presently in good
           standing under the laws of the State of Colorado;

       (c) there is no basis for and there are no actions, suits, judgements,
           investigations or proceedings outstanding or pending or to the
           knowledge of Lanisco threatened against or affecting Lanisco at law
           or in equity or before or by any court or federal, provincial, state,
           municipal or other governmental authority, department, commission,
           board, tribunal, bureau or agency and neither is Lanisco a party to
           or threatened with any litigation.

7.0    NON-DISCLOSE AND NON-COMPETE

7.1    Except with the consent in writing of Lanisco, Jorgensen shall not within
       a period of five (5) years after he has ceased to be a Party to this
       Amended Agreement, directly or indirectly, whether as principal, agent or
       otherwise, or by means of any corporate or other device, carry on any
       business, in any country in which Lanisco or its licensees, distributors
       or agents operate, which is similar to the business being carried on by
       Lanisco.

7.2    Jorgensen shall not either directly or indirectly, use or disclose or
       knowingly permit his representatives or agents to use or disclose to any
       person, except to the duly authorized officers and employees of Lanisco
       or its shareholder entitled thereto, any price details, sales quotas,
       data and know-how, drawings, flow sheets, market research,
       specifications, processes, techniques, financial business and tax plans,
       business activities, the statements, trade secrets, sources and supply or
       any other information acquired by him or his representatives or agents by
       reason of his involvement or association with Lanisco, unless deemed
       necessary for, but not limited to, the purpose of obtaining notional
       costs, provided that such disclosure is covered by a confidentiality
       agreement or made in accordance to industrial practice in a manner that
       protects the overall knowledge.


                                       7
<PAGE>


8.0    ARBITRATION

8.1    Any dispute, difference or question which may arise at any time
       hereinafter between the Parties touching on the true construction of this
       Amended Agreement and the respective rights and obligations of each Party
       to the other shall be referred to and settled by binding arbitration
       under the International Arbitration Act. No arbitration shall be
       commenced until the aggrieved Party shall send to the other Party a
       written notice describing the problem and stating a proposed solution
       ("Settlement Notice"). For thirty (30) days after the sending of the
       Settlement Notice, the Parties shall try to settle the dispute in good
       faith. The contents of the Settlement Notice and of all discussions and
       writings during the thirty (30) day settlement period shall be without
       prejudice and shall be privileged as settlement discussion and may not be
       used in any legal proceedings or arbitration. Upon the Parties being
       unable to reach a solution, the matter shall be settled by binding
       arbitration. The place of arbitration shall be London, England or such
       other jurisdiction as may be acceptable to the Parties and the
       jurisdiction. One impartial arbitrator shall be appointed under the
       International Arbitration Act. Judgement on the Arbitral award may be
       entered in any court in England or in any court having jurisdiction. The
       Parties hereby waive all defenses as to personal jurisdiction, venue and
       sovereign immunity from attachment, exception and jurisdiction in any
       proceeding to confirm or enforce the award. The Party who brings any
       proceeding to enforce the award and prevails shall be paid its full costs
       and attorney fees by the other Party. The laws of England shall govern
       all issues during the arbitration. The decision of the arbitrator shall
       be final and binding on the Parties herein.

9.0    COVENANTS OF THE PARTIES:

9.1    The Parties agree that they shall attend to all corporate matters to
       carry out and implement this Amended Agreement as soon as possible.

9.2    Not withstanding the completion of the transactions herein contemplated,
       the waiver of any condition contained herein (unless such waiver
       expressly releases Jorgensen or Lanisco of such representation, warranty,
       covenant or agreement), the same will remain in full force and effect.

9.3    Each of the parties acknowledge and agree that if either party learns of
       a claim of infringement of or by the Technology or any part thereof, that
       party shall give immediate notice of such claim to the other party. Each
       of the parties acknowledge and agree that they shall each then use all
       reasonable efforts to terminate such infringement. Should the Parties
       fail to abate the infringing activity within ninety (90) days after such
       written notice, Jorgensen acknowledges and undertakes that Lanisco,
       Carbon Resources, Synergy and/or Capital Corp. may bring suit against the
       third party, for patent infringement, and any defense of the Patent
       undertaken by such entity or entities shall be funded by them and such
       costs shall be deducted from gross revenues before payment of royalties
       hereunder until all costs are paid in full.



                                       8
<PAGE>

10.0   POST CLOSING AGREEMENTS

10.1   Jorgensen will indemnify and hold harmless Lanisco, Carbon Resources,
       Synergy and Capital Corp. from and against:

       (a) any and all losses, damages or deficiencies resulting from any
           misrepresentation, breach of warranty or non-fulfilment of any
           covenant on the part of Jorgensen under this Amended Agreement or
           from any misrepresentation in or omission from any certificate or
           other instrument furnished or to be furnished to Lanisco hereunder;
           and

       (b) any and all actions, suits, proceedings, demands, assessments,
           judgements, costs and legal and other expenses incidental to any of
           the foregoing.

10.2   Lanisco, Carbon Resources, Synergy and Capital Corp. will indemnify and
       hold harmless Jorgensen from and against:

       (a) any and all losses, damages or deficiencies resulting from any
           misrepresentation breach of warranty or non-fulfilment of any
           covenant on the part of Lanisco under this Amended Agreement or from
           any misrepresentation in or omission from any certificate or Other
           instrument furnished or to be furnished to Jorgensen hereunder; and

       (b) any and all actions, suits, proceedings, demands, assessments,
           judgements. costs and legal and other expenses incidental to any of
           the foregoing.

10.3   Lanisco, Carbon Resources, Synergy and Capital Corp. hereby grant unto
       Jorgensen an option to purchase the rights to the Technology in the event
       that Lanisco or Carbon Resources has voluntarily filed or is the subject
       of an involuntary filing for bankruptcy, protection from creditors or
       similar proceeding. In either such event, Jorgensen shall have the
       irrevocable right to purchase the outstanding rights of ownership in the
       Technology held by Lanisco, Carbon Resources, Synergy and/or Capital
       Corp. at the price determined by the following formula: the lesser of (i)
       the total of sums expended or incurred in connection with the development
       of the Technology, including but not limited to those sums expended by
       Lanisco, Carbon Resources, Synergy, Capital Corp.; or (ii) the total
       amount of all proceeds realized by Jorgensen (or his assigns) from the
       sale of any and all shares of common stock issued to Jorgensen hereunder,
       plus all remaining unsold shares of such common stock; provided, however,
       that in the event Lanisco, Carbon Resources, Synergy and/or Capital
       Corp., prior to Jorgensen's exercise of his option to the rights to the
       Technology, receive a bona fide offer from an independent third party for
       the rights to the Technology, then the purchase price to be paid by
       Jorgensen under his option shall be equal to such third party offer.



                                       9
<PAGE>

10.4 (a)  As a further inducement to Jorgensen to enter into the Amended
          Technology Agreement, Synergy and Capital Corp. hereby jointly
          covenant with Jorgensen to either pay to Jorgensen an amount of cash
          or issue to Jorgensen additional shares of common stock from Synergy
          and Capital Corp. equally, so that when such additional consideration
          is added to the proceeds realized by Jorgensen (or his assigns)
          through February 28th, 2001 from the actual sale by Jorgensen (or his
          assigns) of 100,000 shares of common stock of Synergy and of 100,000
          shares of common stock of Capital Corp., such sum equals $500,000 US.
          In the event that such additional consideration is paid and if such
          additional consideration when added to the proceeds realized by
          Jorgensen (or his assigns) through February 28th, 2002 from the sale
          of up to 200,000 shares of Synergy and up to 200,000 shares of Capital
          Corp., totals more than $1 million US, then such additional
          consideration shall be returned by Jorgensen, up to the amount that
          such realized proceeds exceeds $1 million US in the same form and
          amounts as paid to Jorgensen.

     (b)  Lanisco, Carbon Resources, Synergy and Capital Corp. also hereby
          jointly covenant to pay such further consideration to Jorgensen as may
          be necessary after the actual sale by Jorgensen (or his assigns) of
          200,000 shares of common stock of Synergy and 200,000 shares of common
          stock of Capital Corp., so that when such further consideration, along
          with the additional consideration described in paragraph 10.4(a)
          above, are added to the proceeds realized by Jorgensen (or his
          assigns) through February 28th , 2001, such sum equals $1 million US.

     (c)  Synergy and Capital Corp. each hereby grant to Jorgensen "piggyback
          registration rights" for 200,000 shares of common stock issued by such
          applicable party hereunder. Such shares shall be registered with the
          United States Securities and Exchange Commission on an applicable form
          of registration statement. All remaining shares of common stock issued
          hereunder shall bear a restrictive legend prohibiting the sale,
          transfer, pledge, encumbrance or other conveyance for a period of two
          (2) years from the date that a 100 barrel per day plant utilizing the
          Technology commences operations; PROVIDED, HOWEVER, such restrictive
          legend shall be removed upon any of Lanisco, Carbon Resources, Synergy
          or Capital Corp., or any of their respective assignees, entering into
          a licensing agreement whereby the Technology is licensed to a third
          party licensee in exchange for the payment of fees and other
          consideration; PROVIDED, FURTHER, that in the event of removal of the
          restrictive legend pursuant to the immediately foregoing PROVISO, such
          removal shall not affect the applicable holding period and resale
          limitations pursuant to U.S. federal and/or state securities laws.

10.5   Lanisco shall be allowed to be merged into its parent corporation, Carbon
       Resources, without the prior approval of Jorgensen and in which case
       Carbon Resources shall automatically be bound to remain in good standing
       as a Cyprus corporation and assume all other rights, duties and
       obligations of Lanisco hereunder.



                                       10
<PAGE>

11.0   MISCELLANEOUS

11.1   Time is of the essence of this Amended Agreement

11.2   The parties will execute and deliver such further documents and
       instruments and do all such acts and things as may be reasonably
       necessary or requisite to carry out the full intent and meaning of this
       Amended Agreement and to effect the transactions contemplated by this
       Amended Agreement

11.3   (a) This Amended Agreement will enure to the benefit of and be binding
       upon the parties hereto and their respective heirs, executors,
       administrators, successors and permitted assigns.

       (b) This Amended Agreement may not be assigned by any party hereto
       without the prior written consent of the other parties to this Amended
       Agreement, save for the parties hereto agree that Jorgensen may have
       the right to assign his interest in the Agreement to any third party
       which is directly or indirectly controlled by Jorgensen, subject to the
       undertaking by said third party to be bound by this Amended Agreement.

11.4   This Amended Agreement may be executed in several counterparts, each of
       which will be deemed to be an original and all of which will together
       constitute one and the same instrument.

11.5   (a) All notices, requests, demands and other communications required or
       permitted hereunder, or desired to be given with respect to their rights
       or interest herein, assigned or reserved, shall be deemed to have been
       properly given or delivered, when delivered personally or sent by
       registered mail or sent by electronic communication with all postage or
       other charges fully prepaid, and addressed to the parties respectively as
       follows:

       To Jorgensen:

       Pierre Jorgensen
       41, rue de l'Orme Sec
       94240 L'HAY-LES-ROSES
       France

       To Lanisco:

       Lanisco Holdings Limited
       Office 302, Sofouli 2, P.O. Box 2545,
       Nicosia, Cyprus

       To: Carbon Resources

       Carbon Resources Limited


                                       11
<PAGE>


       Office 302, Sofouli 2, P.O. Box 2545,
       Nicosia, Cyprus

       To: Synergy

       Synergy Technologies Corporation
       335 - 25th Street S.E.
       Calgary, Alberta, T2A 7H8

       To: Capital Corp.
       Capital Reserve Corporation
       335 - 25th Street S.E.
       Calgary, Alberta T2A 7H8

       or such other address as any Party may specify by notice in writing to
       the other.

       (b) Any notice delivered on a business day, or sent by electronic
       communication on a business day, will be deemed conclusively to have been
       effectively given on the date notice was delivered or transmitted.

       (c) Any notice sent by prepaid registered mail will be deemed
       conclusively to have been effectively given on the tenth business day
       after posting; but if at the time of posting or between the time of
       posting and the tenth business day thereafter if there is a strike,
       lockout or Other labor disturbance affecting postal service, then the
       notice will not be effectively given until actually delivered.

11.6   Jorgensen warrants to Lanisco that no agent or other intermediary has
       been engaged by Jorgensen in connection with the business dealing herein
       contemplated; and Lanisco warrants to Jorgensen that no agent or other
       intermediary has been engaged by Lanisco in connection with the Agreement
       herein contemplated.



                                       12
<PAGE>


11.7   This Amended Agreement will be governed by and construed in accordance
       with the laws of England and the parties will attorn to the jurisdiction
       of the Courts thereof.

       IN WITNESS WHEREOF Lanisco Holdings Limited, Carbon Resources Limited,
       Synergy Technologies Corporation and Capital Reserve Corporation have
       each executed this Amended Agreement duly attested by the hands of its
       respective properly authorized officers in that behalf and Pierre
       Jorgensen has set his hand and seal all as of the day and year first
       above written.

SIGNED, SEALED AND DELIVERED
by PIERRE JORGENSEN
in the presence of:

/s/ Antoine Azam-Darley         s/s  Pierre Jorgensen
-----------------------         ---------------------

WITNESS as to the signature     PIERRE JORGENSEN
  of Pierre Jorgensen

                                LANISCO HOLDINGS LIMITED,
                                a Cyprus corporation

                                By:      /s/ Jacqueline Danforth
                                         -----------------------
                                Name:    Jacqueline Danforth
                                Title:   Director


                                CARBON RESOURCES LIMITED,
                                a Cyprus corporation

                                By:      /s/ Thomas E. Cooley
                                         -----------------------
                                Name:    Thomas E. Cooley
                                Title:   President


                                SYNERGY TECHNOLOGIES CORPORATION
                                a Colorado corporation

                                By:      /s/ John Gradek
                                         -----------------------
                                Name:    John Gradek
                                Title:   Chief Executive Officer


                                CAPITAL RESERVE CORPORATION
                                a Colorado corporation

                                By:      /s/ James F. Marsh
                                         -----------------------
                                Name:    James F. Marsh
                                Title:   Director


                                       13