Exhibit 10.6


 


FIRST AMENDMENT TO


MUTUAL RELEASE AND SETTLEMENT AGREEMENT


 


This First Amendment to Mutual Release and Settlement Agreement (“Amendment”)
dated and effective September 14, 2005, is made by and between
Nathaniel Energy Corporation, a Delaware corporation (“Nathaniel”), and Merrick &
Company, a Colorado corporation (“Merrick”). 
The parties to this Agreement are collectively referred to herein as the
“Parties.” Capitalized terms used but not otherwise defined herein shall have
the meanings assigned to them in the Release Agreement (defined below) after
giving effect to this Amendment.


 


RECITALS


 


A.    On or about August 3, 2005, the Parties
executed that certain Mutual Release and Settlement Agreement (“Release
Agreement”), pursuant to which Nathaniel and Merrick settled and resolved all
disputes, issues, and claims between them through the effective date of the
Release Agreement, including but not limited to all claims arising from or
relating to the Contract, Services, Deliverables, Project, Invoices, $126,153.30
Note, $199,626.96 Note, $461,135.35 Note, and $325,780.26 Note, as well as all
claims, known or unknown, that could have been asserted by Nathaniel or Merrick
against the other in any judicial, administrative, or like action or
proceeding.


 


B.    On the terms set forth in this Amendment,
Nathaniel and Merrick hereby desire and intend to amend the Release Agreement.


 


NOW THEREFORE, for and in consideration of
the foregoing recitals, the mutual promises and covenants herein, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:


 


1.     Payment to
Merrick.  Upon execution of
this Agreement, Nathaniel shall pay Merrick the sum of Four Hundred Thirty
Thousand and No/100ths Dollars ($430,000.00).  Merrick hereby acknowledges receipt of such
sum, and further acknowledges that the Promissory Note dated July 15, 2005,
in the face amount of $728,637.00, with Nathaniel as maker and Merrick as payee,
attached to the Release Agreement as Exhibit “A”
(“Discharged Note”), is hereby completely released, cancelled, discharged, and
otherwise satisfied and, accordingly, Merrick shall clearly and indelibly mark
the Discharged Note “Canceled” and “Paid In Full” and deliver the same to
Nathaniel (at the time signatures on this Agreement are exchanged).


 


2.     Deliverables.  Upon execution of this Agreement, Merrick
shall deliver to Nathaniel, at no charge to Nathaniel, the Deliverables.  Nathaniel hereby acknowledges receipt of the
Deliverables and that all of Merrick’s duties and obligations in connection
with the Deliverables are hereby completely released, satisfied, and
discharged, Merrick being under no duty or obligation to perform any additional
services or work whatsoever in connection therewith.


 


3.     Payment To
Merrick From Funds Received By Nathaniel On Project.  On the terms set forth herein, Nathaniel
hereby promises to pay Merrick the total sum of up to Seventy Thousand and
No/100ths Dollars ($70,000.00).  This sum
shall be paid by Nathaniel to Merrick exclusively as follows:  twenty percent (20%) of each and every
payment Nathaniel receives


 


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from its customer on the
Project (in Cologna-Veneta, Italy) until the total sum is paid in full.  Said payments shall be payable to Merrick at P.O. Box
22026, Denver, Colorado 80222, or such other place as it may designate in
writing.  Such payments shall be made
within ten (10) business days after receipt of a Project payment, and
shall continue until the entire indebtedness is fully paid.  Nathaniel shall report monthly in writing to
Merrick regarding the status of potential Project payments.  Notwithstanding any other term or provision
in this Agreement, it is conclusively understood and agreed that the sole
source of Nathaniel’s payment obligations hereunder shall be payments received
by Nathaniel from the Project (in Cologna-Veneta, Italy).  Accordingly, if Nathaniel receives no payments
from its customer on the Project, Nathaniel shall have no obligation to pay
Merrick hereunder.


 


4.     Release.  The releases granted by the Parties in
Sections 10 and 11 of the Release Agreement shall apply with equal force
through the effective date of this Amendment, and are hereby ratified and
confirmed.


 


5.     Miscellaneous.


 


(a)   The Release Agreement, as
amended by this Amendment, is hereby ratified and confirmed and shall continue
to be in full force and effect in accordance with its terms as amended by this
Amendment including, without limitation, its provisions that specific
performance constitutes a party’s sole remedy for breach of this Amendment.


 


(b)   This Amendment may be executed
in any number of counterparts, all of which together shall constitute one and
the same instrument and any party may execute this Amendment by signing any
such counterpart.


 


(c)   The captions and section headings
appearing in this Amendment are included solely for convenience of reference
and are not intended to affect the interpretation of any provision of this
Amendment.


 


IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly
executed as of the day and year first above written.


 


 


	
  Nathaniel Energy Corporation

  
	
   

  
	
   

  
	
  /s/ George A. Cretecos, CEO

  	
   

  
	
  By: George Cretecos, Chief Executive
  Officer

  
	
   

  
	
   

  
	
  Merrick & Company

  
	
   

  
	
   

  
	
  /s/ David A. Sprenkle

  	
   

  
	
  By: David A. Sprenkle, Chief Financial
  Officer

  
			



 


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