The undersigned herewith agree to following amendments (Amendments #3) to the Definitive Agreement between CLEAN TRANSPORTATION GROUP, INC. (former QUINTANA GOLD RESOURCES CORP.) and ENGINE CLEAN SOLUTIONS, INC. dated May 13, 2011:
Paragraph 2.e shall be amended to read as follows:
e.
In addition to the above commitment,theSELLERS shall hold a promissory note fromQGRC in the aggregate amount of $500,000 (the“Promissory Note”), representing the payments due to theSELLERS, as attached hereto asAddendum “D”.In the event of default on any portion of the promissory note, CTGI shall issue to theSELLERS 2 million common shares from its treasury.
Paragraph 2.b shall be amended to read as follows:
b.
The Shares as at the Closing Date shall have a minimum fair market value of$0.10 per Share, unless otherwise recommended byQGRC’s auditors;
Paragraph 7 shall be amended to read as follows:
QGRC shall not at any time interfere with the Management and Operation of theCOMPANY, its subsidiary, provided however that such Management and Operation of theCOMPANY shall at all times be within its Industry’s Standards and subject to the Laws of Canada and the USA and any other country of operation, and furthermore, that such Management and Operation shall not be to the detriment ofQGRC and/or theCOMPANY.Decisions taken by Engine Clean Solutions, Inc. management that might affect CTGI need to be approved by the Board of Directors or management of CTGI.
Paragraph 18 shall be amended to read as follows:
TheSELLERS shall select one Director to join the Board of Directors ofQGRC, which appointee shall be appointed byQGRC to its Board of Directors upon the Closing Date of this Agreement.QGRC shall select one Director to join the Board of Engine Clean Solutions, Inc., which appointee shall be appointed by Engine Clean Solutions, Inc. to its Board of Directors as soon as is practical following the selection.
Dated this 12th day of October, 2011
BUYER:
CLEAN TRANSPORTATION GROUP, INC.
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Delbert G. Blewett, Secretary
SELLERS
___________________________________
_____________________________________
Kyung Ae Kim
Robert A. Doty
ENGINE CLEAN SOLUTIONS, INC.
Per.
_____________________________________
Dr. Joe Doty,
President & CEO
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