Nymet Holdings Inc. (fka NYMH)

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Agreement Between Opp and Perihelion Global, Inc.

Notice of Material Event Period End Date Feb 13, 2007
Received Feb 14, 2007

http://www.pinksheets.com/otciq/ajax/showFinancialReportById.pdf?id=9903

OCR extract

Agreement Between Opp and Perihelion Global, Inc.

The following agreement is entered into this 13th day of February-, 2007 in consideration of mutual promises as set forth below by and between The Utilities Board of the City of Opp, The Opp Industrial Development Board and The City of Opp (hereinafter collectively referred to as "Opp") and Perihelion Global, Inc., a Delaware Corporation (hereinafter -Perihelion") as follows:

1. Opp agrees to lease property shown on Exhibit A attached hereto (CDG Engineers & Associates Boundary Survey dated 02-09-2007) which is incorporated by reference, containing 53.70 acres more or less located to its industrial park lying between the Opp By-Pass and old U.S. Highway 33 to Perihelion at a price of $2,685.00 per Quarter for a period of five (5) years (20 quarterly payments) payable in advance to Opp beginning with the execution of this Agreement, and due every three months thereafter. Said property is more particularly described follows:

Commencing from a found 7/16" O.D. smooth iron pin in the Northeast Corner of the SE ¼ Section 4, Township 3 North. Range 18 East and running along the 'North line of said Forty N89°58'00"W to a found capped 5/8" rebar (CA-0026-LS) also known as the point of beginning: thence leaving Forty line S00°26'50"W a distance of 774.81 feet to a found capped 5/8" rebar (CA-0026-LS) on the North line of 100 foot power casement: thence S17°45'59"W a distance of 1099.24 feet to a set capped 5/8" rebar(CA-0026-LS); thence N90°00'00"W a distance of 1574.00 feet to a set capped 5/8" rebar (CA-0026-LS) on the Southeast right of way of Alabama Highway 331; thence along said right of way N32°57'00"E a distance of 348.38 feet to a capped 3/'8" rebar (CA-0026-LS); thence continuing along said right of way N29°01'00"E a distance of 1749.40 feet to a found 7/16" smooth iron pin; thence leaving said right of way N89°58'00"W a distance of 877.39 feet, more or to the point of beginning; said parcel being in Section 4, Township North., Range 18 East and containing 53.7 acres, more or less.

Option to Purchase- Perihelion shall have an option to purchase the above described property at a total purchase price of $53,700.00 at any time during the five year lease term specified above. Perihelion may exercise said option by notifying the City Clerk of the City of Opp in writing of its intent to exercise its option to purchase said property. The parties agree that any lease payments paid by Perihelion herein shall be credited against the purchase price at the time the Option is exercised and deducted from the total purchase price. From the date of notification of its intent to exercise said option, Perihelion shall close on said property within thirty (30) days unless otherwise agreed upon by the parties. Any deed or conveyance of the above described property shall contain and be subject to a reversion clause which shall state as follows: “The real property contained herein shall revert automatically to the City of Opp if at any time within ten (10) years following this conveyance the grantee ceases operation of a bio-fuel refinery and/or ceases production of bio-fuel on said property for a period longer than six (6) months, not withstanding any Force Majeure, acts of God such as tornado, windstorm, fire or hurricane, terrorist attack, or executive order during an act of war."

2. Opp agrees to provide paved industrial access to said property to U.S. Highway 331 and/or the Opp By-Pass.

3. Opp agrees to provide site preparation grading, and drainage to sub-grade on forty acres of the above property at no cost to Perihelion in accordance with site plans provided by a licensed and certified engineer provided by Perihelion. The specific forty (40)) acres is shown in the CDG sketch date 02-06-2007 attached hereto as Exhibit B and incorporated herein by reference. Such site preparation shall include base, grade and drainage to sub-grade with a sand/clay base, but shall not include building pads. Perihelion agrees that Opp may employ such contractors as necessary- at its cost and discretion to provide such site preparation or may provide such site preparation itself either wholly or in conjunction with Covington County Commission. Perihelion further agrees it will be responsible for base, grade and drainage on the additional 13.7 acres lying outside the forty acres shown in the sketch on Exhibit B as shown in Exhibit A.

4. City Permits and Fees. Opp agrees to provide water, power, natural gas and electrical utilities to the boundary line of the above itc at no charge to Perihelion and will waive tap connection fees on all city utilities, first years business license., and building permits during the first year following execution of this agreement. Perihelion agrees to apply for all ADEM permits, including storm water permit. Opp -will pay CDG' s professional engineering fees in connection with survey work and ADEM storm water permit application. Opp will pay permit fees to ADEM for initial site preparation. Perihelion will be responsible for any operational permits from ADEM. Opp further agrees to indemnify and hold Perihelion harmless from any environmental hazard created prior to execution of this agreement. Opp further agrees to provide cable television and high-speed internet at no cost to Perihelion to Perihelion's temporary office on the above site for a period of one year. or for such reasonable time thereafter until completion of the permanent office building on the site.

5. Perihelion acknowledges receipt of a Ietter of commitment from AIDT to provide a curriculum and training for its employees. Opp agrees to cooperate in any way reasonable i.e obtaining -this training.

6. Opp has abated the non-educational portion of ad valorem taxes for a period of ten (10) years upon said property and has mailed notice to the Covington County Commission, Covington, County Revenue Commissioner, and Alabama Department of Revenue. Perihelion understands and agrees that it has certain responsibilities to assess the real property with the Covington County Revenue Commissioner and comply with any laws to obtain the abatement within.

7. Opp has abated the non-educational portion of sales tax to the initial purchase of equipment and building materials with delivery taken inside the city limits of the City of Opp. Perihelion understands and agrees to comply with any laws of the State of Alabama to obtain a Certificate of Abatement from the Alabama Department of Revenue prior to making any purchases to take advantage of said abatement. Perihelion further understands and agrees that the educational portion of sales and use tax may not be charged by the seller and if not Perihelion has a duty to remit the educational portion of sales and use tax to ALATAX

8. Opp shall provide the right of way necessary for railroad access to be built to the above described property between the existing railroad tracks and the Opp Industrial Park, including a rail switch for Perihelion's sidetrack. It is contemplated that said right of way will follow the old railroad bed currently owned by the Alabama Department Transportation. Opp shall have the duty to obtain said right of way) and shall apply for any grants available for track construction for such access.

9. Opp shall provide reasonable assistance to Perihelion to obtain other tax incentives available through the State of Alabama. Opp further agrees that should other grants be discovered to assist Perihelion on its site that Opp will provide reasonable assistance in obtaining such grants and if awarded shall assist Perihelion to the extent allowed in such grant.

10. Perihelion agrees to build a manufacturing facility for the production of bio-fuels on the above property to be completed within two (2) years not withstanding any Force Majeure, acts of God such as tornado, windstorm, fire or hurricane, terrorist attack or executive order during an act of war. Perihelion further agrees to employ 20 persons upon completion of said facility and to employ 100 persons within three (3) year at an average wage of $14.00 per hour including fringe benefits in manufacturing. Perihelion agrees to a total investment in building and equipment of at least $20,000,000 on the property described. Perihelion agrees to provide engineering for site plan to Opp prior to Opp beginning site preparation other engineering and construction other than specifed otherwise herein.

11. Perihelion agrees to cooperate in every way reasonable in assisting Opp in obtaining industrial access grants; and grants for utility construction.

12. Default on Lease - The parties agree that should Perihelion default on the terms of this agreement that Opp shall have the right to re-enter the property and take possession of the premises above, including any buildings permanently attached to said property. Default shall include failure to comply with the terms of this agreement, failure to pay the lease payments specified within (30) days of the due date, filing of Bankruptcy in any court, or failure to construct and maintain a bio-fuel manufacturing operation. Should Perihelion default under any of these terms, Opp shall give Perihelion notice of such default by certified mail and shall give Perihelion thirty (30) days from the mailing of said notice to cure such default. Perihelion shall have the right within said thirty (30) days of notice to purchase the above property tendering payment to Opp of $10,000 per acre.

13. Hold Harmless and Indemnification - Perihelion agrees not to violate any ADEM or EPA regulations and further agrees to held Opp harmless from environmental hazards and further agrees to indemnify Opp from any losses as a result of such violations of regulations.

14. Liability Insurance - Perihelion agrees that it will maintain liability insurance on the above premises during the construction of the plant and thereafter and shall hold Opp harmless from any lawsuits resulting from its operations on the premises.

15. Legal Counsel - Each party agrees it has had an opportunity to discuss this agreement with independent legal counsel prior to executing the same. The parties further agree that Wesley L. Laird has represented Opp in the preparation of this Agreement.

16. Parties agree that this contract was prepared and executed in Cape, Alabama, and that it involves property and manufacturing in Opp, Alabama.

17. Time is of the Essence — The parties agree time is of the essence in this agreement not withstanding any Force Majeure, acts of God such as tornado, windstorm, fire or hurricane, terrorist attack, or executive order during an act of war. Opp agrees to work diligently, weather permitting toward completing the site preparation specified above as soon as necessary ADEM permits are issued and Perihelion provides a site plan. Perihelion understands Opp's resources and equipment for such preparation is limited and shall specify its priorities for construction in six phases such that Opp will know there to begin with site preparation and how to proceed. Perihelion &so agrees to work diligently toward completion of this project.8. Entirety of Agreement - The entire agreement between the parties is set forth herein and shall not be altered unless in writing

SIGNATURES OF THE PARTIES
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