Exhibit 10.3
ASPA GOLD CORP.
(Formerly known as RENAISSANCE BIOENERGY INC.)
AMENDMENT TO PROMISSORY NOTE
THE ROGER F. RUTTENBERG TRUST DATED JULY 12, 1986 ("Note holder") is the holder
of the Promissory Note dated June 1, 2010 in the principal amount of US$29,545
(the "Note") of ASPA Gold Corp. (formerly known as Renaissance BioEnergy Inc.),
a Nevada corporation ("Company"). The Company is entering into a Line of Credit
Loan Agreement (the "Loan Agreement") with North American Gold & Minerals Fund
("NAGMF"), pursuant to which NAGMF will make available to the Company an
unsecured line of credit. As a condition to entering into the Loan Agreement,
NAGMF requires that Note holder and Company amend the terms of the Note to
revise the terms of Note holder's option to convert the Note into shares of
common stock of the Company. Accordingly, for good and valuable consideration
and intending to be legally bound hereby, Note holder and Company hereby amend
the Note as follows:
1. The interest rate set forth in Section 2 of the Note is reduced to 3%,
effective from May 25, 2010. Interest through the date hereof shall be
capitalized and added to the principal amount of the Note.
2. The second and third sentences of paragraph 4 of the Note, entitled "Method
of Payments" are hereby deleted in their entirety, effective immediately,
and are replaced with the following:
"Lender, at its own option, shall be permitted to convert all or any
portion of the Note to common shares of the Borrower's common stock prior
to the Maturity Date. The number of shares to be issued shall be determined
by dividing the amount submitted for conversion by the price per share at
which common stock is sold for purely monetary consideration by the Company
in a capital raise of at least US$5,000,000 that closes prior to the
Maturity Date. In order to receive this conversion price, the Note holder
must issue a notice of conversion within ten (10) trading days of receipt
of a notification by the Company to the Contact Information below of the
issuance of the shares. The shares issued to the Note holder will be on the
identical terms and conditions as the newly issued shares. If there are no
newly issued shares prior to the Maturity Date, the Note shall be paid in
full on or before the Maturity Date. In the event that the Note is not
repaid within ten (10) trading days of the Maturity Date, the Note holder
shall have the right institute legal action for collection with the
prevailing party entitled to reasonable legal fees incurred."
3. Company shall issue to Note holder 492,416 shares of its common stock as
consideration for Note holder's agreement to this Amendment.
This Amendment shall be governed by and construed in accordance with the
laws of the State of Nevada (other than conflict-of-laws principles).
Shareholder hereby consents to the jurisdiction of the State and Federal
courts sitting in Clark County, Nevada, for all cases and controversies
arising from this Agreement and acknowledges that said courts are not
"inconvenient forums."
IN WITNESS WHEREOF, the parties hereto have each executed and delivered this
Amendment as of the day and year set forth below.
ASPA GOLD CORP., formerly known as
Renaissance BioEnergy Inc., a Nevada
Corporation
By: /s/ Ronald Y Lowenthal
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RONALD Y LOWENTHAL
Date: DECEMBER 7, 2010
THE ROGER F. RUTTENBERG TRUST DATED
JULY 12, 1986
By: /s/
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Trustee
Date: DECEMBER 7, 2010
Contact Information for Notification
Name:
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Address:
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Phone No.:
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Fax No.:
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Email:
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