Addendum Agreement to Sale and Purchase Agreement Between Isramco Inc. and Chesny Estates Ltd. (Magic 1 Cruise Line Corp. Shares)

Summary

Isramco Inc. and Chesny Estates Ltd. entered into this addendum to finalize the purchase price for all shares of Magic 1 Cruise Line Corp., originally agreed upon in a December 2006 sale and purchase agreement. The addendum confirms that the final purchase price, including adjustments for 2007 cruise season preparation costs, is $2.15 million as of December 31, 2006. Isramco Inc. also agrees to reimburse Chesny Estates Ltd. $150,000 within 30 days of signing this addendum.

EX-10.18 3 ex10-18.txt EXHIBIT 10.18 EXHIBIT 10.18 ADDENDUM AGREEMENT - ------------------ This Addendum Agreement ("Addendum") dated this 12 day of February 2007, is entered by and between Isramco Inc., as seller ("Seller") and Chesny Estates Ltd. as buyer ("Buyer"); Seller and Buyer shall be referred to collectively as the "Parties" WHEREAS The Parties entered into a Sale and Purchase Agreement dated December 2006 ( the "PSA") pursuant to which Seller sold and transferred to Buyer all of the issued share capital of Magic 1 Cruise Line Corp. (the "Shares" and the "Company", respectively) ; and WHEREAS In accordance with the PSA the Purchase Price (as defined in the PSA) is subject to certain adjustments; and WHEREAS The Company bared during the forth quarter of 2006 certain costs and expenses relating to the preparation of the cruise liner for the 2007 cruise season ( the "2007 Costs"); and WHEREAS It was agreed between the Parties that Buyer shall bare all such costs and expenses in a manner it will be added to the Purchase Price; and WHEREAS The Parties wish to determine the Final Purchase Price for the Shares NOW THEREFORE it is agreed between the Parties as follows: 1. The preamble to this Addendum constitutes an integral part thereof. 2. Buyer acknowledges and confirms that Buyer reviewed the final draft of the financial statements of the Company as of December 31, 2006 and examined the cost and expenses resulting from and relating to the preparation of the cruise liner for the 2007 cruise season. 3. It is agreed between the Parties that the Final Purchase Price for the Shares, reflecting the adjustments in accordance with section 2.2 to the PSA as well as the addition relating to the 2007 Costs, is $2.15 million, with effect as of December 31, 2006 4. Seller shall reimburse to Buyer the balance of $150,000 within 30 day from the execution of this Addendum. IN WITNESS WHEREOF, the parties to this Addendum Agreement have caused this Addendum Agreement to be duly executed as of the date set forth above. SELLER: ISRAMCO, INC. By: /s/ Haim Tsuff Name: Haim Tsuff Title: Chairman of the Board & CEO BUYER: CHESNY ESTATES LTD. By: /s/ Gil Hod Name: Gil Hod