EXHIBIT 10.29
THE REGISTRANT HAS REQUESTED THAT CERTAIN PORTIONS OF THIS EXHIBIT BE GIVEN
CONFIDENTIAL TREATMENT. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED
WITH THE COMMISSION
SECOND AMENDMENT TO AGREEMENT
DATED SEPTEMBER 24, 1998
BETWEEN C3, INC. AND ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, INC.
REDACTED - - OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION AND
IS DENOTED HEREIN BY ********
SECOND AMENDMENT TO AGREEMENT
THIS SECOND AMENDMENT TO AGREEMENT (this "Amendment") is entered into as
of September 28, 1998 by and among C3, INC., a North Carolina corporation
("C3"), ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, INC. ("JMB").
Statement of Purpose
C3 and JMB entered into an Agreement dated September 24, 1997 (the
"Agreement") to formalize the terms upon which JMB will cut moissanite gemstones
for C3 and a First Amendment to the Agreement dated March 23, 1998 (the "First
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 and to adjust the per piece cutting charges as set 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. Beginning with the invoice reflecting cutting services
provided by JMB from and after C3 ▇▇ # ▇▇▇▇▇, C3 will pay JMB for Moissanite
Gemstone cutting services at rates as set forth on Exhibit A hereto and the
amount payable to JMB by C3 reflected on each invoice will be reduced by 25%
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 and the First Amendment are hereby
confirmed.
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REDACTED - - OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION AND
IS DENOTED HEREIN BY ********
3. Extension of Term. The initial term of the Agreement will be extended
from the date first set forth in the Agreement through December 31, 2000,
however, C3 may terminate the Agreement at any time after January 1, 2000
with 90 days prior written notice.
4. Production Procedures: Standards
a. JMB or its affiliate will determine the proper table orientation
for each gemstone based on the shape of the gemstone preform provided by
C3. C3 will have the right to deduct from the payment of each invoice the
cutting charges related to any gemstones that are not cut with the
appropriate table orientation.
b. Based on the current and anticipated requirement for the
production of a higher percentage of gemstones larger than *** mm in size
than contemplated in the Agreement, the monthly production volumes (in
finished pieces) will be as follows:
Sep 1998 ********
Oct 1998 ********
Nov 1998 ********
Dec 1998 ********
Jan 1999 ********
Feb 1999 ********
Mar-Dec 2000 ********
c. JMB or its affiliate will separate the finished gemstones by
millimeter size of the girdle of the gemstone and will further separate
the gemstones by the clarity grade using the master stone set and written
instructions previously provided.
d. In all other respects the production procedures and standards in
the Agreement and the First Amendment are hereby confirmed.
5. Confirmation of Agreement. In all other respects the parties hereto
confirm the terms of the Agreement and the First Amendment. JMB will obtain in
writing, and provide to C3, the consent of its affiliate to be bound by the
terms of this Amendment.
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REDACTED - - OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION AND
IS DENOTED HEREIN BY ********
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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: President
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IS DENOTED HEREIN BY ********
EXHIBIT A
[On ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Inc. Letterhead]
September 23, 1998
Attention: ▇▇▇▇ ▇▇▇▇▇ c/o C3, Inc.
Fax ▇▇▇-▇▇▇-▇▇▇▇
Dear ▇▇▇▇,
I communicated with Robits and ▇▇▇▇▇, and we have agreed to revise the
rates. Please call when you have looked over them so I can finalize the
proposal.
Best regards,
For Rounds and Squares:
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Size in mm Per Price
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******** *******
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******** *******
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******** *******
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******** *******
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******** *******
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******** *******
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******** *******
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******** *******
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******** *******
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******** *******
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******** *******
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REDACTED - - OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION AND
IS DENOTED HEREIN BY ********
For average dimensions of ******** mm and under.
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Shape Add to Above Rates:
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Oval and Baguette ********
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Marquise, Pear and Princess ********
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Trillion ********
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Heart and Tapered Baguette ********
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For average dimensions over ******** mm:
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Shape Total Charge
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Round and Square ********
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Oval, Baguette, Marquise, Pear, Princess and
Trillion ********
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Heart and Tapered Baguette ********
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