EXHIBIT 10.1
MODIFICATION
to
Protocol Agreement dated April 5, 2006
This Modification dated June 5, 2006 (the "Modification") to the Protocol
Agreement dated April 5, 2006, which relates to, modifies, amends and
supplements the terms of a Securities Purchase agreement dated June 30, 2005 and
other agreements of the Parties (collectively hereinafter the "Protocol"), is
made and entered by CompuPrint, Inc. ("CompuPrint"), Terra Insight Corporation
("Terra"), and Terra Resources, Inc. ("TRI"), with Kiev Investment Group ("KIG")
and Enficon Establishment ("Enficon"). CompuPrint, Terra, TRI, KIG and Enficon
are collectively referred to herein as the "Parties". KIG and Enficon are
collectively referred to herein as "KIG".
1. CompuPrint expects to know the status of Bellows #1 by August 1, 2006. The
period from the date of this Modification until August 1, 2006 shall be referred
to herein as the "Interim Period". If Bellows #1 produces on average 10 to 20
barrels of oil per day, or equivalent, KIG will, within 2 weeks of receiving
written notice from CompuPrint of such status, cure any breaches of its
commitments under the Protocol. KIG's rights and obligations shall be deemed
restored as per the Protocol Agreement, as modified by the terms and conditions
of this Modification, upon KIG curing its breaches of the Protocol Agreement
within twenty days of such notice.
2. KIG agrees to purchase and pay for an additional 7% convertible debenture of
CompuPrint in the amount of $1,000,000, maturing December 31, 2008, payment for
which CompuPrint acknowledges receipt. The proceeds of this additional debenture
will be used by CompuPrint or Terra, as determined solely by the CompuPrint
Board of Directors, including, but not limited to, costs of a newly proposed and
not previously considered acquisition of a Chilean operating company presently
being negotiated, and for financing of contracts, as well as for company
overhead. This additional debenture will be convertible into 1,000,000 shares of
common stock of CompuPrint at a price of $1.00 per share of common stock if
converted on or before August 15, 2006, at $1.50 per share thereafter until
October 16, 2006, and at $1.75 per share thereafter until January 16, 2007, at
which time the debenture will be convertible at $2 per share on January 17,
2007.
3. While KIG and CompuPrint are permitted to await the earlier of (1) results of
the status of Bellows # 1; or (2) results of Sage Well #1 tests, CompuPrint
agrees with KIG to eliminate certain requirements in the Protocol to the extent
such requirements obligate or relate in any way to KIG or its affiliates
purchase of non-debt securities of CompuPrint or require KIG to provide funding
for projects of CompuPrint or its affiliates.
4. CompuPrint, acting through its affiliated entities, will begin as soon as
possible, the readying of drilling of Sage Well #1, based on the representations
and agreements contained herein, and upon the guarantees of KIG and Enficon,
without qualification of any kind, that completion funds of $900,000 will be
deposited by KIG in escrow with the Law Offices of Dan Brecher Escrow Account,
to be received on or before the earlier of July 10, 2006 or within 48 hours of
when written notice is sent to KIG or to Enficon via email or facsimile from an
officer of
Terra, whichever occurs first. Such completion funds of $900,000 are intended to
be used to fund completion costs of Sage Well #1 if it is determined by
CompuPrint's Board of Directors, after discussion with KIG, and after final vote
of the CompuPrint Board of Directors, to complete that well. It is understood by
the Parties that the guarantee of payment is an accommodation to KIG; that
drilling of Sage Well #1 would not begin without the representations and
guarantees by KIG and Enficon that the completion funds will be paid timely as
set forth above; that no representations of any kind have been made by
CompuPrint, Terra or TRI that are not contained herein; and, that, in any event,
no such representations will be relied on as an excuse for any non-payment by
KIG or Enficon. The penalty for any breach in regard to payment will be
automatic conversion of the debenture acquired pursuant to this Modification
immediately upon such breach, and non-payment shall be deemed by CompuPrint, and
by any forum for the hearing of issues between the Parties, to be a material
breach by both KIG and by Enficon of any and all agreements between the Parties.
5. In the event of approved increases in the AFE as to the Sage Well #1, KIG
will provide the funding for such increases in a reasonably prompt manner.
6. KIG, at its own cost, will be allowed to designate two persons to be present
in CompuPrint designated space, subject to the reasonable approval of
CompuPrint, for the duration of the Sage Well #1 drilling. Space may be
available on a limited basis.
7. For purposes of clarification, all of the securities other than oil/gas
interests acquirable or acquired by KIG, Enficon, or its or their affiliates
pursuant to the Protocol and this Modification are securities issuable or issued
by CompuPrint and not by Terra.
Kiev Investment Group Enficon Establishment
By: /s/ Alexander Fediaev By: /s/ Alexander Fediaev
Alexander Fediaev, Partner Alexander Fediaev
Beneficial Owner
CompuPrint, Inc. Terra Insight Corporation Terra Resources, Inc.
By: /s/ Roman Rozenberg By: /s/ Dan Brecher By: /s/ Dan Brecher
Roman Rozenberg, Dan Brecher, Dan Brecher,
Chief Executive Officer Managing Director Managing Director
Executed on June 16, 2006
