Exhibit
10.1
AMENDMENT TO
ASSET PURCHASE AGREEMENT
THIS
AMENDMENT TO ASSET PURCHASE AGREEMENT (“
Amendment ”) is made and entered into effective as of
September 1, 2006 (the “ Effective Date ”), by
and among EXL III GROUP CORPORATION, a Delaware corporation
(“ EXL ”), HUMAN BIOSYSTEMS, a California
corporation (“ HBS ”) and HBS BIOENERGY, a
California corporation (“ HBS Bio ”).
Certain capitalized terms used in this Agreement are defined
in Exhibit A hereto.
RECITALS
A.
Effective as of
the Effective Date, EXL, HBS and HBS Bio entered into that certain
Asset Purchase Agreement (the “Agreement”) whereby HBS
Bio agreed to purchase certain assets from EXL in
consideration for the issuance of shares of HBS common
stock.
B.
The
parties now wish to amend the Agreement to clarify certain
understandings, as set forth below. Capitalized terms
used herein and not defined shall have the same meaning as set
forth in the Agreement.
AGREEMENT
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and based upon the
foregoing recitals, the parties agree as follows:
1.
Purchase and
Sale . The
parties acknowledge and understand that HBS and HBS Bio are
currently negotiating with K.M. Biggs, Inc. and Katydid Farms, Inc.
(collectively, the “Sellers”) a new Option Agreement
whereby HBS Bio shall directly obtain from Sellers an option to
purchase that certain real property located in Lumberton County,
North Carolina (the “Property”). Therefore, the
Subject Property shall include any and all right, title and
interest of EXL in and to the Property, including but not limited
to any option thereon.
2.
Deletion of
Exhibits . Exhibits B
and C are hereby deleted from the Agreement.
3.
Representations
and Warranties of EXL . Section
3.1 of the Agreement is hereby amended and restated to read as
follows: “EXL is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware and has all requisite po
