Exhibit 10.60
WAIVER
AGREEMENT
This Waiver Agreement is entered into as of December 17, 2004 (the
" Effective Date ") by and among KFx Inc., a Delaware
corporation (the " Company "), and Theodore Venners, the
Chairman of the Board and Chief Executive Officer of the Company ("
Venners ").
WHEREAS, a predecessor of the Company and Edward Koppleman,
individually, as trustee of the Riverfront Trust, a Revocable Trust
dated December 31, 1980, as trustee of F.H. Prince Trust, a
Revocable Trust dated September 5, 1979, and as General Partner of
KGM Associates, a California Limited Partnership (collectively, "
Koppelman "), are parties to that certain Royalty Agreement
dated December 29, 1992, as amended (the " Royalty Agreement
") pursuant to which the Company agreed, among other things, to pay
royalties to Koppelman in an amount equal to 25% of the license fee
and royalty payments received by the Company under certain license
arrangements;
WHEREAS, capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Royalty
Agreement;
WHEREAS, the Company may pursue certain business transactions
involving the licensing of its technology for purposes of K-Fuel
Production;
WHEREAS, such K-Fuel Production is expected to result in
royalty payments payable to Koppelman's estate pursuant to the
Royalty Agreement (the " Royalty Payments ");
WHEREAS, prior to his death, Koppelman bequeathed his rights to
50% of all Royalty Payments to Venners; and
WHEREAS, Venners is a large shareholde
