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DENOTED HEREIN BY *****.
EXHIBIT NO. 10.36
THIRD AMENDMENT TO AGREEMENT
THIS THIRD AMENDMENT TO AGREEMENT (this "Amendment") is entered into as
of June 16, 1999 by and among C3, INC., a North Carolina corporation ("C3"),
JOHN M. BACHMAN, INC. ("JMB").
Statement of Purpose
C3 and JMB entered into an Ageement dated Septemer 24, 1997 (the
"Agreement") to formalize the terms upon which JMB will cut moissanite gemstones
for C3, a First Amendment to the Agreement dated March 23, 1998 (the "First
Amendment") and a Second Amendment to the Agreement dated September 28, 1998
(the "Second Amendment"). C3 and JMB now desire to amend the Agreement to
provide additional expansion funds to JMB, to provide for JMB to perform certain
preform identification and finished gemstone grading services, to extend the
term of the Agreement as forth below.
Therefore, in consideration of the foregoing, the mutual covenants and
agreements contained herein, and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Additional Expansion Funds. Within 3 business days after the date of
this Amendment, C3 will advance to JMB by certified check delivered to the
address set forth in Section 7 of the Agreement, additional expansion funds in
the amount of $*******, which will make the total expansion funds advances by C3
equal $*******(the "Expansion Funds"), which funds will be utilized by JMB
solely to expand its affiliate's production facility and procure additional
equipment and labor as needed to enable JMB and its affiliate to satisfy the
production volumes contemplated by the Agreement. The entire amount of the
Expansion Funds will be an advance against production charges payable by C3
pursuant to Section 2, below, and C3 will be credited against production charges
for the entire amount of the Expansion Funds pursuant to Section 2, below.
2. Cutting Charges. C3 will pay JMB for Moissanite Gemstone cutting
services at rates as set forth on Exhibit A to the Second Amendment. Beginning
with the invoice reflecting cutting services provided by JMB from and after June
1, 1999 through January 31, 2000, the amount payable to JMB by C3 reflected on
each invoice will be reduced by **% and from and after February 1, 2000 by **%
until the aggregate amount of such reductions prior to and after this Amendment
equals $******* and C3 has received full credit against production charges for
the amount of the Expansion Funds. In all other respects the cutting charges and
payment procedures in the Agreement, the First Amendment and the Second
Amendment are hereby confirmed.
3. Extension of Term. The initial term of the Agreement will be
extended from the date
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first set forth in the Agreement through December 31, 2001, however, C3 may
terminate the Agreement at any time after January 1, 2001 with 90 days prior
written notice.
4. Production Procedures: Standards
a. The monthly production volumes (in finished pieces)
will be as follows:
June 1999 *****
July 1999 *****
Aug 1999 *****
Sep 1999 *****
Oct 1999 *****
Nov 1999 *****
Dec 1999 *****
Jan 2000 *****
Feb 2000 *****
March 2000 *****
April 2000 *****
May 2000 *****
Jun-Dec 2001 *****
b. In all other respects the production procedures and
standards in the Agreement, the First Amendment and the Second
Amendment are hereby confirmed.
5. Confirmation of Agreement. In all other respects the parties hereto
confirm the terms of the Agreement, the First Amendment and the Second
Amendment. JMB will obtain in writing, and provide to C3, the consent of its
affiliate to be bound by the terms of this Amendment.
IN WITNESS WHEREOF, each of the parties has executed and delivered this
Amendment by its duly authorized officer, as of the date first above written.
C3, INC.
By: /s/ Mark W. Hahn
----------------------------
Name: Mark W. Hahn
Title: Chief Financial Officer
JOHN M. BACHMAN, INC.
By: /s/ John M. Bachman
-----------------------------
Name: John M. Bachman
Title: Managing Director
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