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Standstill Agreement - ERHC ENERGY INC - 5-25-1999

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Standstill Agreement - ERHC ENERGY INC - 5-25-1999 Powered By Docstoc
					Exhibit 10.35.3 STANDSTILL AGREEMENT THIS AGREEMENT effective as provided herein by and between ENVIRONMENTAL REMEDIATION HOLDING CORPORATION ("ERHC"), a Colorado corporation, with offices at 1686 General Mouton Avenue, Lafayette, LA 70508 and the Investors or their permitted assigns whose names are included in Schedule A annexed hereto and made a part hereof (collectively the "Investors" or individually, the "Investor"). WHEREAS, on June 1, 1998 ERHC granted warrants to purchase ERHC's common stock with an exercise date on or before fourteen (14) months from the effective date of a Registration Statement covering the warrants, which warrants also contained rights for the holders to be granted additional warrants in certain circumstances (the "Warrants"); and WHEREAS, ERHC has executed and its Board of Directors have approved a letter of intent dated April 8, 1999 with ERHC Investment Group, Inc. which requires certain consents from the Investors and amendments and modifications to the Warrants, a copy of which letter of intent is annexed hereto and made a part hereof as Exhibit A (the "Letter of Intent"); and WHEREAS, the parties wish to confirm in writing their understanding and agreement regarding these matter. NOW THEREFORE in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Confidential Information. Investors' consent and amendments and modifications to the Warrants as provided in the Letter of Intent are conditions precedent to the Initial Closing. This is due to the fact that the Warrants have certain adjustments which may render it impossible for ERHC to issue the requisite control interest required under the term of the Letter of Intent. The matters contained herein and in the Letter of Intent are confidential information not available to the public. These matters will only be made public with a filing by ERHC of a Form 8K within the time required from the Initial Closing as defined in the Letter of Intent (the "Initial Closing"), the date on which an 8K event takes place. Accordingly, the Investors expressly agree not to disclose, use or trade on this information either directly or indirectly in any manner until such time as the Form 8K reporting this Letter of Intent is filed with the SEC. 2. Amendments and Modifications. From the date of the Initial Closing under the Letter of Intent, it is agreed that the following terms and conditions are amended and modified: A. The Warrants are amended and modified as follows:

1. The antidilution provisions in Article III, paragraph 3.2 and 3.4 of the Warrants are deleted in their entirety and the text set forth in Exhibit B substituted in their place. 2. Article III, paragraph 3.3 is deleted in its entirety. B. In addition to the foregoing amendments and modifications, the Investors consent and agree to the following additional terms: 1. From the date of execution of this Agreement, to waive all rights under any adjustments, antidilution provisions or preemptive rights previously granted in the Warrants or provided by these amendments and modification (i) relative to the transaction contemplated in the Letter of Intent or (ii) relative to any settlement with Procura Financial entered into by the Company upon commercially reasonable terms to complete the assignment of all rights, title and interest in Sao Tome in favor of the Company. 2. From the date of execution of this Agreement and thereafter until October 15, 1999, to vote with the Company in the event that any third party, other than each of the other note and warrant holders listed as a Selling Shareholder in Amendment No. 3 to the Form S- 1 filed with the SEC, commences any bankruptcy or foreclosure action against the Company or any of its subsidiaries. 3. Effects of No Closing under the Letter of Intent. In the event that no Closing as defined in the Letter of Intent (the "Closing") occurs within ninety (90) days from the date of the Initial Closing, the amendments, modifications and consents in paragraph 2 above shall be null and void ab initio. 4. ERHC Representations and Warranties. ERHC represents and warrants that the amendments, modifications and consents set forth in paragraph 2 are substantially similar to the amendments, modifications and consents sought from each of the other convertible note and warrant holders listed as Selling Shareholders in the Amendment No. 3 to the Form S-1 filed with the SEC and differ only in those matters which are specific to any particular note or warrant transaction listed therein. 5. Effect upon Other Terms and Conditions. Notwithstanding the amendments and modifications contained herein, it is expressly agreed by the parties hereto that all other terms, conditions and provisions of the Warrants remain in full force and effect. 6. Ratification. The Investors ratify the acts of and hold harmless the Board of Directors and Officers for all actions taken by them in compliance with the interpretations of any court of competent jurisdiction as to the application of the Business Judgement Rule from inception through the Initial Closing Date.

7. Intended Beneficiaries. ERHC and ERHC Investment Group Inc. are the intended beneficiaries of this Agreement. In the event of any breach, the parties and the intended beneficiaries of this Agreement shall have all remedies available at law or in equity including the right to seek injunctive relief. 8. Effective Date. This Agreement shall be effective and binding upon ERHC and the each Investor set forth in Schedule A individually from the date of execution by each Investor. 9. Binding Obligations. The obligations of the parties set forth herein shall be binding upon and inure to the benefit of each party's heirs, executors, administrators, beneficiaries, transferees, successors and assigns. 10. Governing Law, Jurisdiction and Venue. The governing law, jurisdiction and venue set forth in the Warrants shall remain in full force and effect. 11. Counterparts. This Agreement may be executed in one or more counterpart, each of which when taken together shall represent one binding agreement. Delivery of an executed counterpart hereof via telecopier shall be as effective as delivery of a manually executed counterpart hereof. IN WITNESS WHEREOF, each party set their hand and seal effective as provided herein. ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
By: /s/ JAMES A. GRIFFIN ------------------------James A. Griffin, Secretary

INVESTOR:
Execution Date: April 23, 1999 Corporate Builders By: /s/ EARNEST D. CHU ----------------------Signature and Title Print Name: Earnest D. Chu Print Title: President /s/ HOWARD TALKS ----------------Signature and Title Print Name: Howard Talks

Execution Date:

1999

Execution Date:

1999

Legal Computer Technology, Inc. By: /s/ DONALD F. MINTMIRE --------------------------Signature and Title Print Name: Donald F. Mintmire Print Title: President

[Signature Page First June 1998 Financing]

SCHEDULE A CORPORATE BUILDERS, INC. LEGAL COMPUTER TECHNOLOGY, INC. HOWARD TALKS

EXHIBIT B Antidilution Provision. The Exercise Price in effect from time to time shall be, subject to adjustment in accordance with the provisions of this Section . (a) Adjustments for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date hereof, effect a stock split of the outstanding Common Stock, the applicable Exercise Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the date hereof, combine the outstanding shares of Common Stock, the applicable Exercise Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section (a) shall be effective at the close of business on the date the stock split or combination occurs. (b) Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time after the date hereof, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Exercise Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying, as applicable, the applicable Exercise Price then in effect by a fraction; (i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. (c) Adjustment for Other Dividends and Distributions. If the Company shall at any time or from time to time after the date hereof, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in other than shares of Common Stock, then, and in each event, an appropriate revision to the Exercise Price shall be made and provision shall be made (by adjustments of the Exercise Price or otherwise) so that the holder of this Note shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Company which they would have received had this Note been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the date hereof, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this Section (c) with respect to the rights of the holders of the Warrant. (d) Adjustments for Reclassification, Exchange or Substitution. If the Common Stock issuable upon conversion of this Warrant at any time or from time to time after the date hereof shall be changed into the same or different number of shares of any class or classes of stock, whether by reclassification,

exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections (a), (b) and (c), or a reorganization, merger, consolidation, or sale of assets provided for in Section (e), then, and in each event, an appropriate revision to the Exercise Price shall by made and provisions shall be made (by adjustments of the Exercise Price of otherwise) so that the holder of this Warrant shall have the right thereafter to convert such Warrant into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such Warrant might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein. (e) Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the date hereof there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section (a), (b), and (c), or a reclassification, exchange or substitution of shares provided for in Section (d), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Exercise Price shall be made and provision shall be made (by adjustments of the Exercise Price or otherwise) so that the holder of this Warrant shall have the right thereafter to convert this Warrant into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section (e) with respect to the rights of the holders of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section (e) (including any adjustment in the applicable conversion ratio then in effect and the number of shares of stock or other securities deliverable upon conversion of this Warrant) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Exhibit 10.35.4 STANDSTILL AGREEMENT THIS AGREEMENT effective as provided herein by and between ENVIRONMENTAL REMEDIATION HOLDING CORPORATION ("ERHC"), a Colorado corporation, with offices at 1686 General Mouton Avenue, Lafayette, LA 70508 and the Investors or their permitted assigns whose names are included in Schedule A annexed hereto and made a part hereof (collectively the "Investors" or individually, the "Investor"). WHEREAS, ERHC issued its 12.0% convertible notes due on the earlier of the date upon which the Company received debt or equity financing in excess of $4,000,000 or December 31, 1999 (the "Notes) and granted warrants to purchase ERHC's common stock with an exercise date on or before June 18, 2002 (the "Warrants"); and WHEREAS, ERHC has executed and its Board of Directors have approved a letter of intent dated April 8, 1999 with ERHC Investment Group, Inc. which requires certain consents from the Investors and amendments and modifications to the Notes and the Warrants, a copy of which letter of intent is annexed hereto and made a part hereof as Exhibit A (the "Letter of Intent"); and WHEREAS, the parties wish to confirm in writing their understanding and agreement regarding these matter. NOW THEREFORE in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Confidential Information. Investors' consent and amendments and modifications to the Notes and Warrants as provided in the Letter of Intent are conditions precedent to the Initial Closing. This is due to the fact that the Notes and Warrants have certain adjustments which may render it impossible for ERHC to issue the requisite control interest required under the term of the Letter of Intent. The matters contained herein and in the Letter of Intent are confidential information not available to the public. These matters will only be made public with a filing by ERHC of a Form 8K within the time required from the Initial Closing as defined in the Letter of Intent (the "Initial Closing"), the date on which an 8K event takes place. Accordingly, the Investors expressly agree not to disclose, use or trade on this information either directly or indirectly in any manner until such time as the Form 8K reporting this Letter of Intent is filed with the SEC. 2. Amendments and Modifications. From the date of the Initial Closing under the Letter of Intent, it is agreed that the following terms and conditions are amended and modified:

A. The Notes are amended and modified as follows: 1. The provision for payment of interest contained in paragraph 1(b) is deleted and in its place shall read "Interest on the unpaid balance of this Note at the rate of twelve percent (12.0%) per annum shall accrue from the date hereof and shall be payable on the earlier of (i) the Maturity Date or (ii) the Conversion Date as to all or that portion of the Note converted in cash or in the form of shares in common stock in an amount equal to the amount of interest due divided by the Conversion Price. The Company may elect to make accrued interest payments at any time in the form of shares in common stock in an amount equal to the amount of interest due to date divided by the Conversion Price. In such event, only interest which accrues from such election payment shall be payable on any subsequent election date or on maturity or conversion." 2. In addition to the amendment to paragraph 1(b), the following will be added to such paragraph: "Notwithstanding any other provision contained in this paragraph 1(b), interest is waived from the date of the Initial Closing and thereafter until October 15, 1999. 3. The provisions for voluntary conversion contained in paragraph 4(a) is amended to permit, in addition to conversion of all or a portion of the Notes, for the conversion of outstanding interest and penalties, if any, into Common Stock at the time a voluntary conversion of principal is made for the amount of interest due on the Notes. 4. The Conversion Price in paragraph 4(b) of the Notes is amended to be $0.25. C. In addition to the foregoing amendments and modifications, the Investors consent and agree to the following additional terms: 1. From the date of the Initial Closing and thereafter until October 15, 1999 (i) not to convert all or any part of the Notes, (ii) not to declare a default or seek acceleration of any payments under the Notes, (iii) not to commence any collections actions or proceedings under the Notes (iv) not to commence any foreclosure or bankruptcy actions under the Notes and (v) not to declare any Event of Default or commence any arbitration action under the Notes or Warrants. 2. From the date of execution of this Agreement, to waive all rights under any adjustments, antidilution provisions or preemptive rights previously granted in the Notes or Warrants or provided by these amendments and modifications (i) relative to the

transaction contemplated in the Letter of Intent or (ii) relative to any settlement with Procura Financial entered into by the Company upon commercially reasonable to complete the assignment of all rights, title and interest in Sao Tome in favor of the Company. 3. Through the Initial Closing, to accept shares of Common Stock for all accrued and unpaid interest and penalties on the Notes as of the Initial Closing, which shares shall be delivered within ten (10) days of the Closing Date. 4. In consideration for the reduction in the Conversion Price of the Notes, each Investor waives any and all claims relative to additional warrants which may or may not have been required to be granted under the terms of the Term Sheet for this offering. 5. From the date of execution of this Agreement and thereafter until October 15, 1999, to vote with the Company in the event that any third party, other than each of the other note and warrant holders listed as a Selling Shareholder in Amendment No. 3 to the Form S- 1 filed with the SEC, commences any bankruptcy or foreclosure action against the Company or any of its subsidiaries 3. Effects of No Closing under the Letter of Intent. In the event that no Closing as defined in the Letter of Intent (the "Closing") occurs within ninety (90) days from the date of the Initial Closing, the amendments, modifications and consents in paragraph 2 above shall be null and void ab initio. 4. ERHC Representations and Warranties. ERHC represents and warrants that the amendments, modifications and consents set forth in paragraph 2 are substantially similar to the amendments, modifications and consents sought from each of the other convertible note and warrant holders listed as Selling Shareholders in the Amendment No. 3 to the Form S-1 filed with the SEC and differ only in those matters which are specific to any particular note or warrant transaction listed therein. 5. Effect upon Other Terms and Conditions. Notwithstanding the amendments and modifications contained herein, it is expressly agreed by the parties hereto that all other terms, conditions and provisions of the Notes and Warrants remain in full force and effect. 6. Ratification. The Investors ratify the acts of and hold harmless the Board of Directors and Officers for all actions taken by them in compliance with the interpretations of any court of competent jurisdiction as to the application of the Business Judgement Rule from inception through the Initial Closing Date.

7. Intended Beneficiaries. ERHC and ERHC Investment Group Inc. are the intended beneficiaries of this Agreement. In the event of any breach, the parties and the intended beneficiaries of this Agreement shall have all remedies available at law or in equity including the right to seek injunctive relief. 8. Effective Date. This Agreement shall be effective and binding upon ERHC and the each Investor set forth in Schedule A individually from the date of execution by each Investor. 9. Binding Obligations. The obligations of the parties set forth herein shall be binding upon and inure to the benefit of each party's heirs, executors, administrators, beneficiaries, transferees, successors and assigns. 10. Governing Law, Jurisdiction and Venue. The governing law, jurisdiction and venue set forth in the Notes and Warrants shall remain in full force and effect. 11. Counterparts. This Agreement may be executed in one or more counterpart, each of which when taken together shall represent one binding agreement. Delivery of an executed counterpart hereof via telecopier shall be as effective as delivery of a manually executed counterpart hereof. IN WITNESS WHEREOF, each party set their hand and seal effective as provided herein. ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
By: /s/ JAMES A. GRIFFIN ------------------------James A. Griffin, Secretary

INVESTOR:
Execution Date: April 21, 1999 By: /s/ AZRIEL NAGAR -------------------Signature and Title Print Name: Azriel Nagar By: /s/ EDWARD REHQUIN ---------------------Signature and Title Print Name: Edward Rehquin Print Title: President By: /s/ JOSEPH GRIFFIN SPANO ---------------------------Signature and Title Print Name: Joseph Griffin Spano By: /s/ DAVID B. THORNBURGH ---------------------------Signature and Title Print Name: David B. Thornburgh MD Print Title: Trustee

Execution Date: May 5, 1999

Execution Date: April 22, 1999

Execution Date:

, 1999

Execution Date:

4-23 , 1999

By: /s/ DAVID B. THORNBURGH ---------------------------Signature and Title Print Name: David B. Thornburgh MD Print Title: Trustee

[Signature Page Second 1998 Financing]

SCHEDULE A AZRIEL NAGAR EDWARD R. ROLQUIN JOSEPH SPANO AND VALERIA SPANO DAVID B. THORNBURGH DAVID B. THORNBURGH FAMILY TRUST

Exhibit 10.35.5 STANDSTILL AGREEMENT THIS AGREEMENT effective as provided herein by and between ENVIRONMENTAL REMEDIATION HOLDING CORPORATION ("ERHC"), a Colorado corporation, with offices at 1686 General Mouton Avenue, Lafayette, LA 70508 and the Investors or their permitted assigns whose names are included in Schedule A annexed hereto and made a part hereof (collectively the "Investors" or individually, the "Investor"). WHEREAS, ERHC and the Investors executed a Securities Purchase Agreement and Registration Rights Agreement both dated June 24, 1998 under which ERHC issued its 5.5% convertible notes due June 23, 2000 (the "Notes), granted warrants to purchase ERHC's common stock with an exercise date on or before June 23, 2003 (the "Warrants") and agreed to file a Registration Statement with the Securities and Exchange Commission ("SEC") relative to the Notes and Warrants (the "SPA" and "RRA" respectively) ; and WHEREAS, ERHC has executed and its Board of Directors have approved a letter of intent dated April 8, 1999 with ERHC Investment Group, Inc. which requires certain consents from the Investors and amendments and modifications to the SPA, RRA the Notes and the Warrants, a copy of which letter of intent is annexed hereto and made a part hereof as Exhibit A (the "Letter of Intent"); and WHEREAS, the parties wish to confirm in writing their understanding and agreement regarding these matter. NOW THEREFORE in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Confidential Information. Investors' consent and amendments and modifications to the SPA, RRA, Notes and Warrant as provided in the Letter of Intent are conditions precedent to the Initial Closing. This is due to the fact that the Notes and Warrants have certain adjustments which may render it impossible for ERHC to issue the requisite control interest required under the term of the Letter of Intent. The matters contained herein and in the Letter of Intent are confidential information not available to the public. These matters will only be made public with a filing by ERHC of a Form 8K within the time required from the Initial Closing as defined in the Letter of Intent (the "Initial Closing"), the date on which an 8K event takes place. Accordingly, the Investors expressly agree not to disclose, use or trade on this information either directly or indirectly in any manner until such time as the Form 8K reporting this Letter of Intent is filed with the SEC. 2. Amendments and Modifications. The SPA provides that upon the vote of 66 2/3% of the Investors under such agreement, any of the terms and conditions of the SPA, RRA, the Notes and the Warrants may be amended or modified,

provided such amendment or modification is in writing and executed by not less than 66 2/3% of the Investors. In such event, the amendment and modification will be effective as to all of the Investors under such agreement. In the event that 66 2/3% of the Investors under the SPA execute this Agreement, and except as otherwise specifically provided for herein, from the date of the Initial Closing under the Letter of Intent, it is agreed that the following terms and conditions are amended and modified: A. The adjustment provisions to the terms of the Notes or Warrants, if any, contained in the SPA are deleted. B. The Notes are amended and modified as follows: 1. The provision for payment of interest contained in paragraph 1(b) is amended to permit the payment of interest in the form of shares in common stock in an amount equal to the amount of interest due divided by the Conversion Price. 2. In addition to the amendment to paragraph 1(b), the following will be added to such paragraph: "Notwithstanding any other provision contained in this paragraph 1(b), interest is waived from the date of the Initial Closing and thereafter until October 15, 1999. 3. The provisions for voluntary conversion contained in paragraph 5(a) is amended to permit, in addition to conversion of all or a portion of the Notes, for the conversion of outstanding interest amd penalties, if any, into Common Stock at the time a voluntary conversion of principal is made for the amount of interest due on the Notes. 4. The conversion formula in paragraph 5(c) of the Notes is deleted in its entirety and the following substituted in its place, "Subject to the Adjustments from time to time as provided in Section 5(d) below, the "Conversion Price" shall mean $0.25. 5. The adjustments of Conversion Price in paragraph 5(d) of the Notes are deleted in their entirety and the text set forth in Exhibit B annexed hereto and made a part hereof substituted in its place: C. The Warrants are amended and modified as follows: 1. The antidilution provisions in paragraphs 2 and 3 of the Warrants are deleted in their entirety and the text set forth in Exhibit C substituted in its place.

D. The RRA is amended and modified to add the following subparagraph: 1. ARTICLE 2, Paragraph 2.2(a) - "(vii) Notwithstanding any other provision contained in this subparagraph (a) , the penalty and/or liquidated damage set forth in this paragraph for failing to have ERHC's Registration Statement become effective during a specified period of time is waived from the date of the Initial Closing and thereafter UNTIL October 15, 1999." E. In addition to the foregoing amendments and modifications, the Investors consent and agree to the following additional terms: 1. From the date of the Initial Closing and thereafter until October 15, 1999 (i) not to convert all or any part of the Notes, (ii) not to declare a default or seek acceleration of any payments under the Notes, (iii) not to commence any collections actions or proceedings under the Notes, (iv) not to commence any foreclosure or bankruptcy actions under the Notes, and (v) not to declare any Event of Default or commence any arbitration action under the SPA, RRA, Notes or Warrants. 2. From the date of execution of this Agreement, to waive all rights under any adjustments, antidilution provisions or preemptive rights previously granted in the SPA, Notes, Warrants, or RRA or provided by these amendments and modifications (i) relative to the transaction contemplated in the Letter of Intent or (ii) relative to any settlement with Procura Financial entered into by the Company upon commercially reasonable terms to complete the assignment of all rights, title and interest in Sao Tome in favor of the Company. 3. Through the Initial Closing, to accept shares of Common Stock for all accrued and unpaid interest and penalties on the Notes as of the Initial Closing, which shares shall be delivered within ten (10) days of the Closing Date. 4. From the date of execution of this Agreement and thereafter until October 15, 1999, to vote with the Company in the event that any third party, other than each of the other note and warrant holders listed as a Selling Shareholder in Amendment No. 3 to the Form S- 1 filed with the SEC, commences any bankruptcy or foreclosure action against the Company or any of its subsidiaries. 3. Effects of No Closing under the Letter of Intent. In the event that no Closing as defined in the Letter of Intent (the "Closing") occurs within ninety (90) days from the date of the Initial Closing, the amendments, modifications and consents in paragraph 2 above shall be null and void ab initio.

4. ERHC Representations and Warranties. ERHC represents and warrants that the amendments, modifications and consents set forth in paragraph 2 are substantially similar to the amendments, modifications and consents sought from each of the other convertible note and warrant holders listed as Selling Shareholders in the Amendment No. 3 to the Form S-1 filed with the SEC and differ only in those matters which are specific to any particular note or warrant transaction listed therein. 5. Effect upon Other Terms and Conditions. Notwithstanding the amendments and modifications contained herein, it is expressly agreed by the parties hereto that all other terms, conditions and provisions of the SPA, RRA, Notes and Warrants remain in full force and effect. 6. Ratification. The Investors ratify the acts of and hold harmless the Board of Directors and Officers for all actions taken by them in compliance with the interpretations of any court of competent jurisdiction as to the application of the Business Judgment Rule from inception through the Initial Closing Date. 7. Intended Beneficiaries. ERHC and ERHC Investment Group Inc. are the intended beneficiaries of this Agreement. In the event of any breach, the parties and the intended beneficiaries of this Agreement shall have all remedies available at law or in equity including the right to seek injunctive relief. 8. Effective Date. This Agreement shall be effective and binding upon ERHC and the Investors set forth in Schedule A from the date ERHC receives signatures from not less than 66 2/3% of such Investors as to paragraph 2 and from the date of execution by each Investor as to such Investor as to the other provisions of this Agreement. 9. Binding Obligations. The obligations of the parties set forth herein shall be binding upon and inure to the benefit of each party's heirs, executors, administrators, beneficiaries, transferees, successors and assigns. 10. Governing Law, Jurisdiction and Venue. The governing law, jurisdiction and venue set forth in the SPA, Notes, Warrants and RRA shall remain in full force and effect. 11. Counterparts. This Agreement may be executed in one or more counterpart, each of which when taken together shall represent one binding agreement. Delivery of an executed counterpart hereof via telecopier shall be as effective as delivery of a manually executed counterpart hereof. IN WITNESS WHEREOF, each party set their hand and seal effective as provided herein.

ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
By: /s/ JAMES A. GRIFFIN ------------------------James A. Griffin, Secretary

INVESTOR:
Execution Date: April 20, 1999 By Global Capital Advisors Ltd The Funds Investment Advisor By: /s/ LEWIS N. LESTOR -----------------------Signature and Title Print Name: Lewis N. Lestor Print Title: President & Sr.Managing Director

[Signature Page Third June 1998 Financing]

SCHEDULE A JOSEPH CHARLES & ASSOCIATES THE INTERCONTINENTAL HOLING COMPANY GCA STRATEGIC INVESTMENT FUND LIMITED (Permittee Assignee of ProFutures Special Equities Fund L.P.)

EXHIBIT B Adjustments of Conversion Price. The Conversion Price in effect from time to time shall be, subject to adjustment in accordance with the provisions of this Section . (i) Adjustments for Stock Splits and Combinations. If the Company shall at any time or from time to time after the Issuance Date, effect a stock split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the Issuance Date, combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section (i) shall be effective at the close of business on the date the stock split or combination occurs. (ii) Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying, as applicable, the applicable Conversion Price then in effect by a fraction; (A) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. (iii) Adjustment for Other Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in other than shares of Common Stock, then, and in each event, an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holder of this Note shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Company which they would have received had this Note been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this Section (iii) with respect to the rights of the holders of the Note. (iv) Adjustments for Reclassification, Exchange or Substitution. If the Common Stock issuable upon conversion of this Note at any time or from time to time after the Issuance Date shall be changed into the same or different

number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections (i), (ii) and (iii), or a reorganization, merger, consolidation, or sale of assets provided for in Section (v)), then, and in each event, an appropriate revision to the Conversion Price shall by made and provisions shall be made (by adjustments of the Conversion Price of otherwise) so that the holder of this Note shall have the right thereafter to convert such Note into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such Note might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein. (v) Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section (i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section (iv)), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holder of this Note shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section (v) with respect to the rights of the holders of this Note after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section (v) (including any adjustment in the applicable Conversion Ratio then in effect and the number of shares of stock or other securities deliverable upon conversion of this Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.

EXHIBIT C Antidilution Provision. The Exercise Price in effect from time to time shall be, subject to adjustment in accordance with the provisions of this Section . (a) Adjustments for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date hereof, effect a stock split of the outstanding Common Stock, the applicable Exercise Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the date hereof, combine the outstanding shares of Common Stock, the applicable Exercise Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section (a) shall be effective at the close of business on the date the stock split or combination occurs. (b) Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time after the date hereof, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Exercise Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying, as applicable, the applicable Exercise Price then in effect by a fraction; (i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. (c) Adjustment for Other Dividends and Distributions. If the Company shall at any time or from time to time after the date hereof, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in other than shares of Common Stock, then, and in each event, an appropriate revision to the Exercise Price shall be made and provision shall be made (by adjustments of the Exercise Price or otherwise) so that the holder of this Note shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Company which they would have received had this Note been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the date hereof, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this Section (c) with respect to the rights of the holders of the Warrant. (d) Adjustments for Reclassification, Exchange or Substitution. If the Common Stock issuable upon conversion of this Warrant at any time or from time to time after the date hereof shall be changed into the same or different

number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections (a), (b) and (c), or a reorganization, merger, consolidation, or sale of assets provided for in Section (e), then, and in each event, an appropriate revision to the Exercise Price shall by made and provisions shall be made (by adjustments of the Exercise Price of otherwise) so that the holder of this Warrant shall have the right thereafter to convert such Warrant into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such Warrant might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein. (e) Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the date hereof there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section (a), (b), and (c), or a reclassification, exchange or substitution of shares provided for in Section (d), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Exercise Price shall be made and provision shall be made (by adjustments of the Exercise Price or otherwise) so that the holder of this Warrant shall have the right thereafter to convert this Warrant into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section (e) with respect to the rights of the holders of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section (e) (including any adjustment in the applicable conversion ratio then in effect and the number of shares of stock or other securities deliverable upon conversion of this Warrant) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Exhibit 10.35.6 STANDSTILL AGREEMENT THIS AGREEMENT effective as provided herein by and between ENVIRONMENTAL REMEDIATION HOLDING CORPORATION ("ERHC"), a Colorado corporation, with offices at 1686 General Mouton Avenue, Lafayette, LA 70508 and the Investors or their permitted assigns whose names are included in Schedule A annexed hereto and made a part hereof (collectively the "Investors" or individually, the "Investor"). WHEREAS, ERHC and the Investors executed a Securities Purchase Agreement and Registration Rights Agreement at three (3) closings in July and August 1998 under which ERHC issued its 8.0% convertible notes due July 29, 2000, August 4, 2000 and August 19, 2000 (the "Notes), ERHC and J.P. Carey executed Warrant Agreements for each of the three (3) closings (the "WA") under which ERHC granted J.P. Carey warrants to purchase ERHC's common stock with exercise dates on or before July 28, 2003, August 3, 2003 and August 18, 2003 (the "Warrants") and ERHC agreed to file a Registration Statement with the Securities and Exchange Commission ("SEC") relative to the Notes and Warrants (the "SPA" and "RRA" respectively) ; and WHEREAS, ERHC has executed and its Board of Directors have approved a letter of intent dated April 8, 1999 with ERHC Investment Group, Inc. which requires certain consents from the Investors and amendments and modifications to the SPA, WA, RRA the Notes and the Warrants, a copy of which letter of intent is annexed hereto and made a part hereof as Exhibit A (the "Letter of Intent"); and WHEREAS, the parties wish to confirm in writing their understanding and agreement regarding these matter. NOW THEREFORE in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Confidential Information. Investors' consent and amendments and modifications to the SPA, WA, RRA, Notes and Warrant as provided in the Letter of Intent are conditions precedent to the Initial Closing. This is due to the fact that the Notes and Warrants have certain adjustments which may render it impossible for ERHC to issue the requisite control interest required under the term of the Letter of Intent. The matters contained herein and in the Letter of Intent are confidential information not available to the public. These matters will only be made public with a filing by ERHC of a Form 8K within the time required from the Initial Closing as defined in the Letter of Intent (the "Initial Closing"), the date on which an 8K event takes place. Accordingly, the Investors expressly agree not to disclose, use or trade on this information either directly or indirectly in any manner until such time as the Form 8K reporting this Letter of Intent is filed with the SEC.

2. Amendments and Modifications. The SPA provides that upon the vote of 66 2/3% of the Investors under such agreement, any of the terms and conditions of the SPA, WA, RRA, the Notes and the Warrants may be amended or modified, provided such amendment or modification is in writing and executed by not less than 66 2/3% of the Investors. In such event, the amendment and modification will be effective as to all of the Investors under such agreement. In the event that 66 2/3% of the Investors under the SPA execute this Agreement, and except as otherwise specifically provided for herein, from the date of the Initial Closing under the Letter of Intent, it is agreed that the following terms and conditions are amended and modified: A. The adjustment provisions to the terms of the Notes or Warrants, if any, contained in the SPA are deleted. B. The Notes are amended and modified as follows: 1. The provision for payment of interest contained in paragraph 1(b) is amended to permit, in addition to the other methods of payment contained therein, for the payment of interest in the form of shares in common stock in an amount equal to the amount of interest due divided by the Conversion Price. 2. In addition to the amendment to paragraph 1(b), the following will be added to such paragraph: "Notwithstanding any other provision contained in this paragraph 1(b), interest is waived from the date of the Initial Closing and thereafter until October 15, 1999. 3. The provisions for voluntary conversion contained in paragraph 5(a) is amended to permit, in addition to conversion of all or a portion of the Notes, for the conversion of outstanding interest and penalties, if any, into Common Stock at the time a voluntary conversion of principal is made for the amount of interest due on the Notes. 4. The conversion formula in paragraph 5(c) of the Notes is deleted in its entirety and the following substituted in its place, "Subject to the Adjustments from time to time as provided in Section 5(d) below, the "Conversion Price" shall mean $0.25. 5. The adjustments of Conversion Price in paragraph 5(d) of the Notes are deleted in their entirety and the text set forth in Exhibit B annexed hereto and made a part hereof substituted in its place: C. The Warrant Agreements are amended and modified as follows:

1. The antidilution provisions in paragraph 7 of the Warrant Agreements are deleted in their entirety and the text set forth in Exhibit C substituted in its place. D. The RRA is amended and modified to add the following subparagraph: 1. ARTICLE 2, Paragraph 2.2(a) - "(vii) Notwithstanding any other provision contained in this subparagraph (a) , the penalty and/or liquidated damage set forth in this paragraph for failing to have ERHC's Registration Statement become effective during a specified period of time is waived from the date of the Initial Closing and thereafter until October 15, 1999." E. In addition to the foregoing amendments and modifications, the Investors consent and agree to the following additional terms: 1. From the date of the Initial Closing and thereafter until October 15, 1999 (i) not to convert all or any part of the Notes, (ii) not to declare a default or seek acceleration of any payments under the Notes, (iii) not to commence any collections actions or proceedings under the Notes, (iv) not to commence any foreclosure or bankruptcy actions under the Notes, and (v) not to declare any Event of Default or commence any arbitration actions under the SPA, WA, RRA, Notes or Warrants. 2. From the date of execution of this Agreement, to waive all rights under any adjustments, antidilution provisions or preemptive rights previously granted in the SPA, WA, Notes, Warrants, or RRA or provided by these amendments and modifications (i) relative to the transaction contemplated in the Letter of Intent or (ii) relative to any settlement with Procura Financial entered into by the Company upon commercially reasonable terms to complete the assignment of all rights, title and interest in Sao Tome in favor of the Company. 3. Through the Initial Closing, to accept shares of Common Stock for all accrued and unpaid interest and penalties on the Notes as of the Initial Closing, which shares shall be delivered within ten (10) days of the Closing Date. 4. From the date of execution of this Agreement and thereafter until October 15, 1999, to vote with the Company in the event that any third party, other than each of the other note and warrant holders listed as a Selling Shareholder in Amendment No. 3 to the Form S- 1 filed with the SEC, commences any bankruptcy or foreclosure action against the Company or any of its subsidiaries.

3. Effects of No Closing under the Letter of Intent. In the event that no Closing as defined in the Letter of Intent (the "Closing") occurs within ninety (90) days from the date of the Initial Closing, the amendments, modifications and consents in paragraph 2 above shall be null and void ab initio. 4. ERHC Representations and Warranties. ERHC represents and warrants that the amendments, modifications and consents set forth in paragraph 2 are substantially similar to the amendments, modifications and consents sought from each of the other convertible note and warrant holders listed as Selling Shareholders in the Amendment No. 3 to the Form S-1 filed with the SEC and differ only in those matters which are specific to any particular note or warrant transaction listed therein. 5. Effect upon Other Terms and Conditions. Notwithstanding the amendments and modifications contained herein, it is expressly agreed by the parties hereto that all other terms, conditions and provisions of the SPA, WA, RRA, Notes and Warrants remain in full force and effect. 6. Ratification. The Investors ratify the acts of and hold harmless the Board of Directors and Officers for all actions taken by them in compliance with the interpretations of any court of competent jurisdiction as to the application of the Business Judgment Rule from inception through the Initial Closing Date. 7. Intended Beneficiaries. ERHC and ERHC Investment Group Inc. are the intended beneficiaries of this Agreement. In the event of any breach, the parties and the intended beneficiaries of this Agreement shall have all remedies available at law or in equity including the right to seek injunctive relief. 8. Effective Date. This Agreement shall be effective and binding upon ERHC and the Investors set forth in Schedule A from the date ERHC receives signatures from not less than 66 2/3% of such Investors as to paragraph 2 and from the date of execution by each Investor as to such Investor as to the other provisions of this Agreement. 9. Binding Obligations. The obligations of the parties set forth herein shall be binding upon and inure to the benefit of each party's heirs, executors, administrators, beneficiaries, transferees, successors and assigns. 10. Governing Law, Jurisdiction and Venue. The governing law, jurisdiction and venue set forth in the SPA, WA, Notes, Warrants and RRA shall remain in full force and effect. 11. Counterparts. This Agreement may be executed in one or more counterpart, each of which when taken together shall represent one binding agreement. Delivery of an executed counterpart hereof via telecopier shall be as effective as delivery of a manually executed counterpart hereof.

IN WITNESS WHEREOF, each party set their hand and seal effective as provided herein. ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
By: /s/ JAMES A.GRIFFIN -----------------------James A. Griffin, Secretary

INVESTOR:
Execution Date: April 22, 1999 Atlantis Capital Fund Ltd By: /s/ MARK VALENTINE -------------------Signature and Title Print Name: Mark Valentine Print Title: Agent Standstill on: $100,000 By: /s/ SANDRO GRIMALDI --------------------Signature and Title Print Name: Sandro Grimaldi By: /s/ MOHAMMED KHLIFA --------------------Signature and Title Print Name: Mohammed Khlifa for $460,000 of unconverted debenture

Execution Date:

, 1999

Execution Date:

, 1999

[Signature Page July/August 1998 Funding]

SCHEDULE A ATLANTIS CAPITOL FUND, LTD ATLAS CAPITAL FUND, LTD. OSCAR BRITO CORRELLUS INTERNATIONAL, LTD. SANDRO GRIMALDI HOLDEN HOLDING, LTD. PRIMECAP MANAGEMENT GROUP, LTD. MOHAMMED KHALIFA GPS AMERICA FUND, LTD. J. P. CAREY, INC.

EXHIBIT B Adjustments of Conversion Price. The Conversion Price in effect from time to time shall be, subject to adjustment in accordance with the provisions of this Section . (i) Adjustments for Stock Splits and Combinations. If the Company shall at any time or from time to time after the Issuance Date, effect a stock split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the Issuance Date, combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section (i) shall be effective at the close of business on the date the stock split or combination occurs. (ii) Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying, as applicable, the applicable Conversion Price then in effect by a fraction; (A) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. (iii) Adjustment for Other Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in other than shares of Common Stock, then, and in each event, an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holder of this Note shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Company which they would have received had this Note been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this Section (iii) with respect to the rights of the holders of the Note. (iv) Adjustments for Reclassification, Exchange or Substitution. If the Common Stock issuable upon conversion of this Note at any time or from time to time after the Issuance Date shall be changed into the same or different

number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections (i), (ii) and (iii), or a reorganization, merger, consolidation, or sale of assets provided for in Section (v)), then, and in each event, an appropriate revision to the Conversion Price shall by made and provisions shall be made (by adjustments of the Conversion Price of otherwise) so that the holder of this Note shall have the right thereafter to convert such Note into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such Note might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein. (v) Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section (i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section (iv)), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holder of this Note shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section (v) with respect to the rights of the holders of this Note after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section (v) (including any adjustment in the applicable Conversion Ratio then in effect and the number of shares of stock or other securities deliverable upon conversion of this Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.

EXHIBIT C Antidilution Provision. The Exercise Price in effect from time to time shall be, subject to adjustment in accordance with the provisions of this Section . (a) Adjustments for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date hereof, effect a stock split of the outstanding Common Stock, the applicable Exercise Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the date hereof, combine the outstanding shares of Common Stock, the applicable Exercise Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section (a) shall be effective at the close of business on the date the stock split or combination occurs. (b) Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time after the date hereof, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Exercise Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying, as applicable, the applicable Exercise Price then in effect by a fraction; (i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. (c) Adjustment for Other Dividends and Distributions. If the Company shall at any time or from time to time after the date hereof, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in other than shares of Common Stock, then, and in each event, an appropriate revision to the Exercise Price shall be made and provision shall be made (by adjustments of the Exercise Price or otherwise) so that the holder of this Note shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Company which they would have received had this Note been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the date hereof, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this Section (c) with respect to the rights of the holders of the Warrant. (d) Adjustments for Reclassification, Exchange or Substitution. If the Common Stock issuable upon conversion of this Warrant at any time or from time to time after the date hereof shall be changed into the same or different number of shares of any class or classes of stock, whether by reclassification,

exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections (a), (b) and (c), or a reorganization, merger, consolidation, or sale of assets provided for in Section (e), then, and in each event, an appropriate revision to the Exercise Price shall by made and provisions shall be made (by adjustments of the Exercise Price of otherwise) so that the holder of this Warrant shall have the right thereafter to convert such Warrant into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such Warrant might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein. (e) Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the date hereof there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section (a), (b), and (c), or a reclassification, exchange or substitution of shares provided for in Section (d), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Exercise Price shall be made and provision shall be made (by adjustments of the Exercise Price or otherwise) so that the holder of this Warrant shall have the right thereafter to convert this Warrant into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section (e) with respect to the rights of the holders of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section (e) (including any adjustment in the applicable conversion ratio then in effect and the number of shares of stock or other securities deliverable upon conversion of this Warrant) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Exhibit 10.35.7 STANDSTILL AGREEMENT THIS AGREEMENT effective as provided herein by and between ENVIRONMENTAL REMEDIATION HOLDING CORPORATION ("ERHC"), a Colorado corporation, with offices at 1686 General Mouton Avenue, Lafayette, LA 70508 and the Investors or their permitted assigns whose names are included in Schedule A annexed hereto and made a part hereof (collectively the "Investors" or individually, the "Investor"). WHEREAS, ERHC and the Investors executed a Securities Purchase Agreement dated September 26, 1998 under which ERHC issued its 20.0% convertible notes due October 26, 2000 (the "Notes), executed a warrant agreement ("WA") under which it granted "A" and "B" warrants to purchase ERHC's common stock with exercise dates on or before October 26, 2008 (the "Warrants") and agreed to file a Registration Statement with the Securities and Exchange Commission ("SEC") relative to the Notes and Warrants (the "SPA") ; and WHEREAS, ERHC has executed and its Board of Directors have approved a letter of intent dated April 8, 1999 with ERHC Investment Group, Inc. which requires certain consents from the Investors and amendments and modifications to the SPA, WA, the Notes and the Warrants, a copy of which letter of intent is annexed hereto and made a part hereof as Exhibit A (the "Letter of Intent"); and WHEREAS, the parties wish to confirm in writing their understanding and agreement regarding these matter. NOW THEREFORE in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Confidential Information. Investors' consent and amendments and modifications to the SPA, WA, Notes and Warrant as provided in the Letter of Intent are conditions precedent to the Initial Closing. This is due to the fact that the Notes and Warrants have certain adjustments which may render it impossible for ERHC to issue the requisite control interest required under the term of the Letter of Intent. The matters contained herein and in the Letter of Intent are confidential information not available to the public. These matters will only be made public with a filing by ERHC of a Form 8K within time required from the Initial Closing as defined in the Letter of Intent (the "Initial Closing"), the date on which an 8K event takes place. Accordingly, the Investors expressly agree not to disclose, use or trade on this information either directly or indirectly in any manner until such time as the Form 8K reporting this Letter of Intent is filed with the SEC. 2. Amendments and Modifications. The SPA provides that upon the vote of 66 2/3% of the Investors under such agreement, any of the terms and conditions of the SPA, WA, the Notes and the Warrants may be amended or modified, provided such amendment or modification is in writing and executed

by not less than 66 2/3% of the Investors. In such event, the amendment and modification will be effective as to all of the Investors under such agreement. In the event that 66 2/3% of the Investors under the SPA execute this Agreement, and except as otherwise specifically provided for herein, from the date of the Initial Closing under the Letter of Intent, it is agreed that the following terms and conditions are amended and modified: A. The adjustment provisions to the terms of the Notes, Warrant or WA, if any, contained in the SPA are deleted. B. The Notes are amended and modified as follows: 1. The provision for payment of interest contained in paragraph 1(b) is amended to permit, in addition to the other methods of payment contained therein, for the payment of interest in the form of shares in common stock in an amount equal to the amount of interest due divided by the Conversion Price at the election of the Company. 2. In addition to the amendment to paragraph 1(b), the following will be added to such paragraph: "Notwithstanding any other provision contained in this paragraph 1(b), interest is waived from the date of the Initial Closing and thereafter until October 15, 1999. 3. The conversion formula in paragraph 4(c) of the Notes is deleted in its entirety and the following substituted in its place, "Subject to the Adjustments from time to time as provided in Section 4(d) below, the "Conversion Price" shall mean $0.25. 4. The adjustments of Conversion Price in paragraph 4(d) of the Notes are deleted in their entirety and the text set forth in Exhibit B annexed hereto and made a part hereof substituted in its place: C. The Warrant Agreement is amended and modified as follows: 1. The antidilution provisions in paragraph 11 of the Warrant Agreement is deleted in its entirety and the text set forth in Exhibit C substituted in its place. D. In addition to the foregoing amendments and modifications, the Investors consent and agree to the following additional terms: 1. From the date of the Initial Closing and thereafter until October 15, 1999 (i) not to convert all or any part of the Notes, (ii) not to declare a default or seek acceleration of any payments under the Notes, (iii) not to commence any collections actions or proceedings

under the Notes, (iv) not to commence any foreclosure or bankruptcy actions under the Notes, and (v) not to declare any Event of Default or commence any arbitration action under the SPA, WA, Notes or Warrants. 2. From the date of execution of this Agreement, to waive all rights under any adjustments, antidilution provisions or preemptive rights previously granted in the SPA, Notes, Warrants, or WA or provided by these amendments and modifications (i) relative to the transaction contemplated in the Letter of Intent or (ii) relative to any settlement with Procura Financial entered into by the Company upon commercially reasonable terms to complete the assignment of all rights, title and interest in Sao Tome in favor of the Company. 3. Through the Initial Closing, to accept shares of Common Stock for all accrued and unpaid interest and penalties on the Notes as of the Initial Closing, which shares shall be delivered within ten (10) days of the Closing Date. 4. From the date of execution of this Agreement and thereafter until October 15, 1999, to vote with the Company in the event that any third party, other than each of the other note and warrant holders listed as a Selling Shareholder in Amendment No. 3 to the Form S- 1 filed with the SEC, commences any bankruptcy or foreclosure action against the Company or any of its subsidiaries. 3. Effects of No Closing under the Letter of Intent. In the event that no Closing as defined in the Letter of Intent (the "Closing") occurs within ninety (90) days from the date of the Initial Closing, the amendments, modifications and consents in paragraph 2 above shall be null and void ab initio. 4. ERHC Representations and Warranties. ERHC represents and warrants that the amendments, modifications and consents set forth in paragraph 2 are substantially similar to the amendments, modifications and consents sought from each of the other convertible note and warrant holders listed as Selling Shareholders in the Amendment No. 3 to the Form S-1 filed with the SEC and differ only in those matters which are specific to any particular note or warrant transaction listed therein. 5. Effect upon Other Terms and Conditions. Notwithstanding the amendments and modifications contained herein, it is expressly agreed by the parties hereto that all other terms, conditions and provisions of the SPA, WA, Notes and Warrants remain in full force and effect. 6. Ratification. The Investors ratify the acts of and hold harmless the Board of Directors and Officers for all actions taken by them in compliance with the interpretations of any court of competent jurisdiction as to the application of the Business Judgment Rule from inception through the Initial Closing Date.

7. Intended Beneficiaries. ERHC and ERHC Investment Group Inc. are the intended beneficiaries of this Agreement. In the event of any breach, the parties and the intended beneficiaries of this Agreement shall have all remedies available at law or in equity including the right to seek injunctive relief. 8. Effective Date. This Agreement shall be effective and binding upon ERHC and the Investors set forth in Schedule A from the date ERHC receives signatures from not less than 66 2/3% of such Investors as to paragraph 2 and from the date of execution by each Investor as to such Investor as to the other provisions of this Agreement. 9. Binding Obligations. The obligations of the parties set forth herein shall be binding upon and inure to the benefit of each party's heirs, executors, administrators, beneficiaries, transferees, successors and assigns. 10. Governing Law, Jurisdiction and Venue. The governing law, jurisdiction and venue set forth in the SPA, Notes, Warrants and WA shall remain in full force and effect. 11. Counterparts. This Agreement may be executed in one or more counterpart, each of which when taken together shall represent one binding agreement. Delivery of an executed counterpart hereof via telecopier shall be as effective as delivery of a manually executed counterpart hereof. IN WITNESS WHEREOF, each party set their hand and seal effective as provided herein. ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
By: /s/ JAMES A. GRIFFIN ------------------------James A. Griffin, Secretary

INVESTOR:
Talisman Capital Opportunity Fund, Ltd. By: /s/ BRIAN LADIN ----------------Signature and Title Print Name: Brian Ladin Print Title: Vice President [Signature Page September 1998 Financing] Execution Date: April 23 1999

SCHEDULE A TALISMAN CAPITAL OPPORTUNITY FUND L.P.

EXHIBIT B Adjustments of Conversion Price. The Conversion Price in effect from time to time shall be, subject to adjustment in accordance with the provisions of this Section . (i) Adjustments for Stock Splits and Combinations. If the Company shall at any time or from time to time after the Issuance Date, effect a stock split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the Issuance Date, combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section (i) shall be effective at the close of business on the date the stock split or combination occurs. (ii) Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying, as applicable, the applicable Conversion Price then in effect by a fraction; (A) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. (iii) Adjustment for Other Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in other than shares of Common Stock, then, and in each event, an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holder of this Note shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Company which they would have received had this Note been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this Section (iii) with respect to the rights of the holders of the Note. (iv) Adjustments for Reclassification, Exchange or Substitution. If the Common Stock issuable upon conversion of this Note at any time or from time to time after the Issuance Date shall be changed into the same or different

number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections (i), (ii) and (iii), or a reorganization, merger, consolidation, or sale of assets provided for in Section (v)), then, and in each event, an appropriate revision to the Conversion Price shall by made and provisions shall be made (by adjustments of the Conversion Price of otherwise) so that the holder of this Note shall have the right thereafter to convert such Note into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such Note might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein. (v) Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section (i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section (iv)), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holder of this Note shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section (v) with respect to the rights of the holders of this Note after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section (v) (including any adjustment in the applicable Conversion Ratio then in effect and the number of shares of stock or other securities deliverable upon conversion of this Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.

EXHIBIT C Antidilution Provision. The Exercise Price in effect from time to time shall be, subject to adjustment in accordance with the provisions of this Section . (a) Adjustments for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date hereof, effect a stock split of the outstanding Common Stock, the applicable Exercise Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the date hereof, combine the outstanding shares of Common Stock, the applicable Exercise Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section (a) shall be effective at the close of business on the date the stock split or combination occurs. (b) Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time after the date hereof, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Exercise Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying, as applicable, the applicable Exercise Price then in effect by a fraction; (i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. (c) Adjustment for Other Dividends and Distributions. If the Company shall at any time or from time to time after the date hereof, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in other than shares of Common Stock, then, and in each event, an appropriate revision to the Exercise Price shall be made and provision shall be made (by adjustments of the Exercise Price or otherwise) so that the holder of this Note shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Company which they would have received had this Note been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the date hereof, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this Section (c) with respect to the rights of the holders of the Warrant. (d) Adjustments for Reclassification, Exchange or Substitution. If the Common Stock issuable upon conversion of this Warrant at any time or from time to time after the date hereof shall be changed into the same or different

number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections (a), (b) and (c), or a reorganization, merger, consolidation, or sale of assets provided for in Section (e), then, and in each event, an appropriate revision to the Exercise Price shall by made and provisions shall be made (by adjustments of the Exercise Price of otherwise) so that the holder of this Warrant shall have the right thereafter to convert such Warrant into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such Warrant might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein. (e) Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the date hereof there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section (a), (b), and (c), or a reclassification, exchange or substitution of shares provided for in Section (d), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Exercise Price shall be made and provision shall be made (by adjustments of the Exercise Price or otherwise) so that the holder of this Warrant shall have the right thereafter to convert this Warrant into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section (e) with respect to the rights of the holders of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section (e) (including any adjustment in the applicable conversion ratio then in effect and the number of shares of stock or other securities deliverable upon conversion of this Warrant) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Exhibit 10.35.8 STANDSTILL AGREEMENT THIS AGREEMENT effective as provided herein by and between ENVIRONMENTAL REMEDIATION HOLDING CORPORATION ("ERHC"), a Colorado corporation, with offices at 1686 General Mouton Avenue, Lafayette, LA 70508 and the Investors or their permitted assigns whose names are included in Schedule A annexed hereto and made a part hereof (collectively the "Investors" or individually, the "Investor"). WHEREAS, in three (3) closings, ERHC issued its 12.0% convertible notes due on the earlier of the date upon which the Company received $5,000,000 from the sale of any securities, assets or rights, or upon receipt of advance payments, royalties or similar funds or December 31, 1999 (the "Notes) and executed a Warrant Agreement under which it granted "A" and "B" warrants (the "WA") to purchase ERHC's common stock with exercise dates on or before December 31, 2003 on the "A" Warrants and on the earlier of five years from the exercise of the "A" Warrants or December 31, 2008 for the "B" Warrants (the "Warrants"); and WHEREAS, ERHC has executed and its Board of Directors have approved a letter of intent dated April 8, 1999 with ERHC Investment Group, Inc. which requires certain consents from the Investors and amendments and modifications to the Notes, WA and the Warrants, a copy of which letter of intent is annexed hereto and made a part hereof as Exhibit A (the "Letter of Intent"); and WHEREAS, the parties wish to confirm in writing their understanding and agreement regarding these matter. NOW THEREFORE in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Confidential Information. Investors' consent and amendments and modifications to the Notes, WA and Warrants as provided in the Letter of Intent are conditions precedent to the Initial Closing. This is due to the fact that the Notes, WA and Warrants have certain adjustments which may render it impossible for ERHC to issue the requisite control interest required under the term of the Letter of Intent. The matters contained herein and in the Letter of Intent are confidential information not available to the public. These matters will only be made public with a filing by ERHC of a Form 8K within the time required from the Initial Closing as defined in the Letter of Intent (the "Initial Closing"), the date on which an 8K event takes place. Accordingly, the Investors expressly agree not to disclose, use or trade on this information either directly or indirectly in any manner until such time as the Form 8K reporting this Letter of Intent is filed with the SEC. 2. Amendments and Modifications. From the date of the Initial Closing under the Letter of Intent, it is agreed that the following terms and conditions are amended and modified:

A. The Notes are amended and modified as follows: 1. The provision for payment of interest contained in paragraph 1(b) is amended to permit, in addition to the other methods of payment contained therein, for the payment of interest in the form of shares in common stock in an amount equal to the amount of interest due divided by the Conversion Price at the election of the Payee. 2. In addition to the amendment to paragraph 1(b), the following will be added to such paragraph: "Notwithstanding any other provision contained in this paragraph 1(b), interest is waived from the date of the Initial Closing and thereafter until October 15, 1999. 3. The provisions for voluntary conversion contained in paragraph 4(a) is amended to permit, in addition to conversion of all or a portion of the Notes, for the conversion of outstanding interest and penalties, if any, into Common Stock at the time a voluntary conversion of principal is made for the amount of interest due on the Notes. 4. The Conversion Price in paragraph 4(b) of the Notes is amended to be $0.25. B. The Warrant Agreement is amended and modified as follows: 1. The antidilution provisions of paragraph 11 of the Warrant Agreement is deleted in its entirety and the text set forth in Exhibit B substituted in its place. C. In addition to the foregoing amendments and modifications, the Investors consent and agree to the following additional terms: 1. From the date of the Initial Closing and thereafter until October 15, 1999 (i) not to convert all or any part of the Notes, (ii) not to declare a default or seek acceleration of any payments under the Notes, (iii) not to commence any collections actions or proceedings under the Notes (iv) not to commence any foreclosure or bankruptcy actions under the Notes and (v) not to declare any Event of Default or commence any arbitration action under the Notes, WA or Warrants. 2. From the date of execution of this Agreement, to waive all rights under any adjustments, antidilution provisions or preemptive rights previously granted in the Notes, WA or Warrants provided by these amendments and modifications (i) relative to the transaction contemplated in the Letter of Intent

or (ii) relative to any settlement with Procura Financial entered into by the Company upon commercially reasonable terms to complete the assignment of all rights, title and interest in Sao Tome in favor of the Company. 3. Through the Initial Closing, to accept shares of Common Stock for all accrued and unpaid interest and penalties on the Notes as of the Initial Closing, which shares shall be delivered within ten (10) days of the Closing Date. 4. From the date of execution of this Agreement and thereafter until October 15, 1999, to vote with the Company in the event that any third party, other than each of the other note and warrant holders listed as a Selling Shareholder in Amendment No. 3 to the Form S- 1 filed with the SEC, commences any bankruptcy or foreclosure action against the Company or any of its subsidiaries. 3. Effects of No Closing under the Letter of Intent. In the event that no Closing as defined in the Letter of Intent (the "Closing") occurs within ninety (90) days from the date of the Initial Closing, the amendments, modifications and consents in paragraph 2 above shall be null and void ab initio. 4. ERHC Representations and Warranties. ERHC represents and warrants that the amendments, modifications and consents set forth in paragraph 2 are substantially similar to the amendments, modifications and consents sought from each of the other convertible note and warrant holders listed as Selling Shareholders in the Amendment No. 3 to the Form S-1 filed with the SEC and differ only in those matters which are specific to any particular note or warrant transaction listed therein. 5. Effect upon Other Terms and Conditions. Notwithstanding the amendments and modifications contained herein, it is expressly agreed by the parties hereto that all other terms, conditions and provisions of the Notes, WA and Warrants remain in full force and effect. 6. Ratification. The Investors ratify the acts of and hold harmless the Board of Directors and Officers for all actions taken by them in compliance with the interpretations of any court of competent jurisdiction as to the application of the Business Judgement Rule from inception through the Initial Closing Date. 7. Intended Beneficiaries. ERHC and ERHC Investment Group Inc. are the intended beneficiaries of this Agreement. In the event of any breach, the parties and the intended beneficiaries of this Agreement shall have all remedies available at law or in equity including the right to seek injunctive relief. 8. Effective Date. This Agreement shall be effective and binding upon ERHC and

the each Investor set forth in Schedule A individually from the date of execution by each Investor. 9. Binding Obligations. The obligations of the parties set forth herein shall be binding upon and inure to the benefit of each party's heirs, executors, administrators, beneficiaries, transferees, successors and assigns. 10. Governing Law, Jurisdiction and Venue. The governing law, jurisdiction and venue set forth in the Notes, WA and Warrants shall remain in full force and effect. 11. Counterparts. This Agreement may be executed in one or more counterpart, each of which when taken together shall represent one binding agreement. Delivery of an executed counterpart hereof via telecopier shall be as effective as delivery of a manually executed counterpart hereof. IN WITNESS WHEREOF, each party set their hand and seal effective as provided herein. ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
By: /s/ JAMES A. GRIFFIN ---------------------James A. Griffin, Secretary

INVESTOR:
Execution Date: , 1999 By: /s/ DAVID B. THORNBURGH, Family Trust -------------------------------------Signature and Title Print Name: David B. Thornburgh, MD Print Title: Trustee By: /s/ DAVID ABOLOVE ------------------Signature and Title Print Name: David Abolove

Execution Date:

, 1999

Execution Date:

By: /s/ DAVID B. THORNBURGH ------------------------Signature and Title Print Name: David B. Thornburgh, MD [Signature Page October 1998 Financing]

, 1999

SCHEDULE A DAVID B. THORNBURGH FAMILY TRUST DAVID ABELOVE PRUDENTIAL SECURITIES, INC. c/o DAVID THORNBURGH IRA WINDLASS CORPORATION

EXHIBIT B Antidilution Provision. The Exercise Price in effect from time to time shall be, subject to adjustment in accordance with the provisions of this Section . (a) Adjustments for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date hereof, effect a stock split of the outstanding Common Stock, the applicable Exercise Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the date hereof, combine the outstanding shares of Common Stock, the applicable Exercise Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section (a) shall be effective at the close of business on the date the stock split or combination occurs. (b) Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time after the date hereof, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Exercise Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying, as applicable, the applicable Exercise Price then in effect by a fraction; (i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. (c) Adjustment for Other Dividends and Distributions. If the Company shall at any time or from time to time after the date hereof, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in other than shares of Common Stock, then, and in each event, an appropriate revision to the Exercise Price shall be made and provision shall be made (by adjustments of the Exercise Price or otherwise) so that the holder of this Note shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Company which they would have received had this Note been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the date hereof, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this Section (c) with respect to the rights of the holders of the Warrant. (d) Adjustments for Reclassification, Exchange or Substitution. If the Common Stock issuable upon conversion of this Warrant at any time or from time to time after the date hereof shall be changed into the same or different

number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections (a), (b) and (c), or a reorganization, merger, consolidation, or sale of assets provided for in Section (e), then, and in each event, an appropriate revision to the Exercise Price shall by made and provisions shall be made (by adjustments of the Exercise Price of otherwise) so that the holder of this Warrant shall have the right thereafter to convert such Warrant into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such Warrant might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein. (e) Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the date hereof there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section (a), (b), and (c), or a reclassification, exchange or substitution of shares provided for in Section (d), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Exercise Price shall be made and provision shall be made (by adjustments of the Exercise Price or otherwise) so that the holder of this Warrant shall have the right thereafter to convert this Warrant into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section (e) with respect to the rights of the holders of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section (e) (including any adjustment in the applicable conversion ratio then in effect and the number of shares of stock or other securities deliverable upon conversion of this Warrant) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Exhibit 10.36.1 ERHC INVESTMENT GROUP, LLC c/o Corporate Builders 777 South Flagler Drive, Suite 909 West Palm Beach, Florida 33401 As of April 27, 1999 Environmental Remediation Holding Corporation 3-5 Aubry Lane Oyster Bay, New York 11753 Attention: President Re: Subscription Agreement Ladies and Gentlemen: We refer to the letter if intent, dated as of April 8, 1999 (the "Letter of Intent"), between ERHC Investment Group, Inc., a corporation organized under the laws of the State of Florida ("Investment Group Inc."), and Environmental Remediation Holding Corporation, a corporation organized under the laws of the State of Colorado (the "Company"), pursuant to which the Company agreed, among other things: (i) to issue to Investment Group Inc. or its assigns in one or more transactions validly issued, fully paid, and nonassessable shares (the "Shares") of common stock, par value $.0001 per share, of the Company (the "Common Stock") representing fifty-one percent of the issued and outstanding capital stock of the Company on a fully-diluted basis after giving effect to all of the transaction contemplated by the Letter of Intent; and (ii) to enter into a definitive securities purchase agreement (the "Securities Purchase Agreement") with respect to such issuances of Common Stock. This letter agreement (as amended, supplemented, or otherwise modified from time to time, this "Agreement), is intended to set forth the mutual understanding and agreement between ERHC Investment Group LLC, a limited liability company organized under the laws of the State of Delaware ("Investor"), the assignee of all of Investment Group Inc.'s rights under the Letter of Intent, and the Company regarding Investor's initial subscription for a portion of the Shares prior to the execution and delivery of the Securities Purchase Agreement by the parties thereto. In consideration of the respective agreements, covenants, representations, and warranties hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows: Investor hereby irrevocably subscribes for the portion of the Shares (the "Initial Shares") representing twenty-one percent of the issued and outstanding capital stock of the Company on a fully-diluted basis after giving effect to all of the transactions contemplated by the Letter of Intent, and Investor shall pay therefor in lawful money of the United States of America in one or more installments from time to time after the date hereof $210,000 in the aggregate (the "Purchase Price"). The unpaid amount of the Purchase Price at any time outstanding shall bear interest at the "applicable federal rate" per annum

(as such term is used for purposes of ss. 1274(d) of te Internal Revenue Code of the United States of America) as in effect on the date hereof. Upon payment in full of the Purchase Price and all accrued interest, the Company shall issue to Investor the Initial Shares, and shall deliver or cause to be delivered to Investor a certificate or certificates evidencing such Initial Shares. Upon the execution and delivery of the Securities Purchase Agreement, the terms and provisions of the Securities Purchase Agreement shall apply to the Initial Shares subscribed for and purchased hereby, and the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, if the Final Closing (as defined in the Letter of Intent) has not occurred within ninety days after the date hereof, Investor shall surrender to the Company for cancellation such rights as it has or such certificates as it has received with respect to that number of the Initial Shares such that, after giving effect to such surrender, the remaining Initial Shares held by Investor would represent that percent of the issued and outstanding capital stock of the Company on a fully-diluted basis after giving effect to all of the transactions contemplated by the Letter of Intent based upon a $5,882,352.90 valuation of the Company as adjusted by the Prior Action of the Board (as defined in the Letter of Intent). As an inducement to the Company to enter into this Agreement, Investor hereby represents and warrants to the Company that: (i) Investor has duly executed and delivered this agreement, and (assuming due execution and delivery by the Company) this agreement constitutes a legal, valid and binding obligation of Investor, enforceable against Investor in accordance with its terms; (ii) Investor's execution, delivery and performance hereof do not and will not: (A) violate or conflict with Investor's certificate of formation or similar organizational documents, or any law or any order, writ, judgment, injunction, decree, stipulation, determination, or award entered by or with any governmental authority and applicable to Investor; (B) violate or infringe upon any rights of any person; or (C) require any consent, approval, authorization or other order of, action by, filing with, or notification to, any governmental authority or any other person; and (iii) Investor understands that the Initial Shares have not been registered under the Securities Act of 1933, as amended, or the laws of any state and may not be sold or transferred, or otherwise disposed of, without registration under the Securities Act and applicable state securities laws, or pursuant to an exemption therefrom. As an inducement to Investor to enter into this Agreement, the Company hereby represents and warrants to Investor as follows: (i) The Company has duly executed and delivered this agreement, and (assuming due execution and delivery by Investor) this agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms;

(ii) The Company's execution, delivery, and performance hereof do not and will not; (A) violate or conflict with the Company's articles of incorporation or by-laws or similar organizational documents, or any law or any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any governmental authority and applicable to the Company; (B) violate or infringe upon any rights of any person; or (C) require any consent, approval, authorization or other order of, action by, filing with, or notification to, any governmental authority or any other person; and (iii) Upon issuance, the Initial Shares will be validly issued, fully paid, and nonassessable and will not be subject to any preemptive rights, and will represent not less than twenty-one percent of the issued and outstanding capital stock of the Company on a fully-diluted basis after giving effect to all of the transactions contemplated by the Letter of Intent. No amendment hereof or supplement or other modification hereto, and no consent to, or waiver, discharge, or release of, any term or provision or breach hereof, shall be valid or effective unless such amendment, supplement, or other modification, or such consent, waiver, discharge, or release is in writing, expressly refers hereto, and is signed by the party to be bound thereby. If any term or other provision hereof is determined by any court of competent jurisdiction to be invalid, illegal, or unenforceable in whole or in part by reason of any applicable law or public policy, and such determination becomes final and nonappealable, such term or other provision shall remain in full force and effect to the fullest extent permitted by law, and all other terms and provisions hereof shall remain in full force and affect in their entirety. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York. Each party hereto hereby unconditionally and irrevocably waives all right to trial by jury in any action, suit, or proceeding (whether based on contract, tort, or otherwise) based upon, resulting from, arising out of, or relating to this Agreement or any transaction or agreement contemplated hereby. This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each which when executed shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement with the same effect as if such signatures were upon the same instrument. Delivery of an executed counterpart hereof via telecopier shall be as effective as delivery of an manually executed counterpart hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK].

Please evidence your acknowledgment of and agreement to the foregoing by executing and delivering to Levin & Srinivasan LLP, counsel to the undersigned, by telecopier at (212) 957-4565 a counterpart hereof. Very truly yours, ERHC INVESTMENT GROUP LLC
By: /s/ HOWARD TALKS -----------------------------Howard D. Talks Member

ACKNOWLEDGED AND AGREED as of April 27, 1999: ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
By: /s/ JAMES A. GRIFFIN, CORP SECRETARY -------------------------------------------------------Name: James A. Griffin Title: Corp. Secretary

Exhibit 10.36.2 ERHC INVESTMENT GROUP, LLC c/o Corporate Builders 777 South Flagler Drive, Suite 909 West Palm Beach, Florida 33401 As of April 27, 1999 Environmental Remediation Holding Corporation 3-5 Aubry Lane Oyster Bay, New York 11753 Attention: President Re: Subscription Agreement Ladies and Gentlemen: We refer to the letter if intent, dated as of April 8, 1999 (the "Letter of Intent"), between ERHC Investment Group, Inc., a corporation organized under the laws of the State of Florida ("Investment Group Inc."), and Environmental Remediation Holding Corporation, a corporation organized under the laws of the State of Colorado (the "Company"), pursuant to which the Company agreed, among other things: (i) to issue to Investment Group Inc. or its assigns in one or more transactions validly issued, fully paid, and nonassessable shares (the "Shares") of common stock, par value $.0001 per share, of the Company (the "Common Stock") representing fifty-one percent of the issued and outstanding capital stock of the Company on a fully-diluted basis after giving effect to all of the transaction contemplated by the Letter of Intent; and (ii) to enter into a definitive securities purchase agreement (the "Securities Purchase Agreement") with respect to such issuances of Common Stock. This letter agreement (as amended, supplemented, or otherwise modified from time to time, this "Agreement), is intended to set forth the mutual understanding and agreement between ERHC Investment Group LLC, a limited liability company organized under the laws of the State of Delaware ("Investor"), the assignee of all of Investment Group Inc.'s rights under the Letter of Intent, and the Company regarding Investor's initial subscription for a portion of the Shares prior to the execution and delivery of the Securities Purchase Agreement by the parties thereto. In consideration of the respective agreements, covenants, representations, and warranties hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows: Investor hereby irrevocably subscribes for the portion of the Shares (the "Group II Shares") representing 27.195 percent of the issued and outstanding capital stock of the Company on a fully-diluted basis after giving effect to all of the transactions contemplated by the Letter of Intent, and Investor shall pay therefor in lawful money of the United States of America in one or more installments from time to time after the date hereof in accordance with the terms and conditions of the Letter of Intent $2,625,000 in the aggregate (the "Purchase Price"). Notwithstanding anything to the contrary contained herein,

the obligatins of Investor and the Company hereunder shall be subject in all respects to the execution and delivery of the Securities Purchase Agreement and the other terms and conditions of the Letter of Intent As an inducement to the Company to enter into this Agreement, Investor hereby represents and warrants to the Company that: (i) Investor has duly executed and delivered this agreement, and (assuming due execution and delivery by the Company) this agreement constitutes a legal, valid and binding obligation of Investor, enforceable against Investor in accordance with its terms; (ii) Investor's execution, delivery and performance hereof do not and will not: (A) violate or conflict with Investor's certificate of formation or similar organizational documents, or any law or any order, writ, judgment, injunction, decree, stipulation, determination, or award entered by or with any governmental authority and applicable to Investor; (B) violate or infringe upon any rights of any person; or (C) require any consent, approval, authorization or other order of, action by, filing with, or notification to, any governmental authority or any other person; and (iii) Investor understands that the Group II Shares have not been registered under the Securities Act of 1933, as amended, or the laws of any state and may not be sold or transferred, or otherwise disposed of, without registration under the Securities Act and applicable state securities laws, or pursuant to an exemption therefrom. As an inducement to Investor to enter into this Agreement, the Company hereby represents and warrants to Investor as follows: (i) The Company has duly executed and delivered this agreement, and (assuming due execution and delivery by Investor) this agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms; (ii) The Company's execution, delivery, and performance hereof do not and will not; (A) violate or conflict with the Company's articles of incorporation or by-laws or similar organizational documents, or any law or any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any governmental authority and applicable to the Company; (B) violate or infringe upon any rights of any person; or (C) require any consent, approval, authorization or other order of, action by, filing with, or notification to, any governmental authority or any other person; and (iii) Upon issuance, the Group II Shares will be validly issued, fully paid, and nonassessable and will not be subject to any preemptive rights, and will represent not less than 27.195 percent of the issued and outstanding capital stock of the Company on a fully-diluted basis after giving effect to all of the transactions contemplated by the Letter of Intent.

No amendment hereof or supplement or other modification hereto, and no consent to, or waiver, discharge, or release of, any term or provision or breach hereof, shall be valid or effective unless such amendment, supplement, or other modification, or such consent, waiver, discharge, or release is in writing, expressly refers hereto, and is signed by the party to be bound thereby. If any term or other provision hereof is determined by any court of competent jurisdiction to be invalid, illegal, or unenforceable in whole or in part by reason of any applicable law or public policy, and such determination becomes final and nonappealable, such term or other provision shall remain in full force and effect to the fullest extent permitted by law, and all other terms and provisions hereof shall remain in full force and affect in their entirety. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York. Each party hereto hereby unconditionally and irrevocably waives all right to trial by jury in any action, suit, or proceeding (whether based on contract, tort, or otherwise) based upon, resulting from, arising out of, or relating to this Agreement or any transaction or agreement contemplated hereby. This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each which when executed shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement with the same effect as if such signatures were upon the same instrument. Delivery of an executed counterpart hereof via telecopier shall be as effective as delivery of an manually executed counterpart hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK].

Please evidence your acknowledgment of and agreement to the foregoing by executing and delivering to Levin & Srinivasan LLP, counsel to the undersigned, by telecopier at (212) 957-4565 a counterpart hereof. Very truly yours, ERHC INVESTMENT GROUP LLC
By: /s/ HOWARD TALKS -----------------------------Howard D. Talks Member

ACKNOWLEDGED AND AGREED as of April 27, 1999: ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
By: /s/ JAMES A. GRIFFIN, CORP SECRETARY ---------------------------------------Name: James A. Griffin Title: Corp. Secretary

Exhibit 10.36.3 ERHC INVESTMENT GROUP, LLC c/o Corporate Builders 777 South Flagler Drive, Suite 909 West Palm Beach, Florida 33401 As of April 27, 1999 Environmental Remediation Holding Corporation 3-5 Aubry Lane Oyster Bay, New York 11753 Attention: President Re: Subscription Agreement Ladies and Gentlemen: We refer to the letter if intent, dated as of April 8, 1999 (the "Letter of Intent"), between ERHC Investment Group, Inc., a corporation organized under the laws of the State of Florida ("Investment Group Inc."), and Environmental Remediation Holding Corporation, a corporation organized under the laws of the State of Colorado (the "Company"), pursuant to which the Company agreed, among other things: (i) to issue to Investment Group Inc. or its assigns in one or more transactions validly issued, fully paid, and nonassessable shares (the "Shares") of common stock, par value $.0001 per share, of the Company (the "Common Stock") representing fifty-one percent of the issued and outstanding capital stock of the Company on a fully-diluted basis after giving effect to all of the transaction contemplated by the Letter of Intent; and (ii) to enter into a definitive securities purchase agreement (the "Securities Purchase Agreement") with respect to such issuances of Common Stock. This letter agreement (as amended, supplemented, or otherwise modified from time to time, this "Agreement), is intended to set forth the mutual understanding and agreement between ERHC Investment Group LLC, a limited liability company organized under the laws of the State of Delaware ("Investor"), the assignee of all of Investment Group Inc.'s rights under the Letter of Intent, and the Company regarding Investor's initial subscription for a portion of the Shares prior to the execution and delivery of the Securities Purchase Agreement by the parties thereto. In consideration of the respective agreements, covenants, representations, and warranties hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows: Investor hereby irrevocably subscribes for the portion of the Shares (the "Initial Shares") representing 2.805 percent of the issued and outstanding capital stock of the Company on a fully-diluted basis after giving effect to all of the transactions contemplated by the Letter of Intent, and Investor shall pay therefor in lawful money of the United States of America contemporaneously herewith $165,000 in the aggregate (the "Purchase Price"). Upon payment in full of the Purchase Price, the Company shall issue to Investor the Initial shares, and shall deliver or cause to be delivered to Investor a certificate or certificates evidencing such Initial Shares.

Upon the execution and delivery of the Securities Purchase Agreement, the terms and provisions of the Securities Purchase Agreement shall apply to the Initial Shares subscribed for and purchased hereby, and the other transactions contemplated by this Agreement. As an inducement to the Company to enter into this Agreement, Investor hereby represents and warrants to the Company that: (i) Investor has duly executed and delivered this agreement, and (assuming due execution and delivery by the Company) this agreement constitutes a legal, valid and binding obligation of Investor, enforceable against Investor in accordance with its terms; (ii) Investor's execution, delivery and performance hereof do not and will not: (A) violate or conflict with Investor's certificate of formation or similar organizational documents, or any law or any order, writ, judgment, injunction, decree, stipulation, determination, or award entered by or with any governmental authority and applicable to Investor; (B) violate or infringe upon any rights of any person; or (C) require any consent, approval, authorization or other order of, action by, filing with, or notification to, any governmental authority or any other person; and (iii) Investor understands that the Initial Shares have not been registered under the Securities Act of 1933, as amended, or the laws of any state and may not be sold or transferred, or otherwise disposed of, without registration under the Securities Act and applicable state securities laws, or pursuant to an exemption therefrom. As an inducement to Investor to enter into this Agreement, the Company hereby represents and warrants to Investor as follows: (i) The Company has duly executed and delivered this agreement, and (assuming due execution and delivery by Investor) this agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms; (ii) The Company's execution, delivery, and performance hereof do not and will not; (A) violate or conflict with the Company's articles of incorporation or by-laws or similar organizational documents, or any law or any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any governmental authority and applicable to the Company; (B) violate or infringe upon any rights of any person; or (C) require any consent, approval, authorization or other order of, action by, filing with, or notification to, any governmental authority or any other person; and (iii) Upon issuance, the Initial Shares will be validly issued, fully

paid, and nonassessable and will not be subject to any preemptive rights, and will represent not less than 2.805 percent of the issued and outstanding capital stock of the Company on a fully-diluted basis after giving effect to all of the transactions contemplated by the Letter of Intent. No amendment hereof or supplement or other modification hereto, and no consent to, or waiver, discharge, or release of, any term or provision or breach hereof, shall be valid or effective unless such amendment, supplement, or other modification, or such consent, waiver, discharge, or release is in writing, expressly refers hereto, and is signed by the party to be bound thereby. If any term or other provision hereof is determined by any court of competent jurisdiction to be invalid, illegal, or unenforceable in whole or in part by reason of any applicable law or public policy, and such determination becomes final and nonappealable, such term or other provision shall remain in full force and effect to the fullest extent permitted by law, and all other terms and provisions hereof shall remain in full force and affect in their entirety. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York. Each party hereto hereby unconditionally and irrevocably waives all right to trial by jury in any action, suit, or proceeding (whether based on contract, tort, or otherwise) based upon, resulting from, arising out of, or relating to this Agreement or any transaction or agreement contemplated hereby. This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each which when executed shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement with the same effect as if such signatures were upon the same instrument. Delivery of an executed counterpart hereof via telecopier shall be as effective as delivery of an manually executed counterpart hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK].

Please evidence your acknowledgment of and agreement to the foregoing by executing and delivering to Levin & Srinivasan LLP, counsel to the undersigned, by telecopier at (212) 957-4565 a counterpart hereof. Very truly yours, ERHC INVESTMENT GROUP LLC
By: /s/ HOWARD TALKS -----------------------------Howard D. Talks Member

ACKNOWLEDGED AND AGREED as of April 27, 1999: ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
By: /s/ JAMES A. GRIFFIN, CORP SECRETARY ------------------------------------Name: James A. Griffin Title: Corp. Secretary

ARTICLE 5 CIK: 0000799235 NAME: Environmental Remediation Holding Corp. MULTIPLIER: 1 CURRENCY: U.S. Currency

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END EXCHANGE RATE CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

3 MOS DEC 31 1998 JAN 1 1999 MAR 31 1999 1 0 0 0 0 0 446,586 6,393,879 (1,293,409) 11,801,919 8,166,291 0 0 0 2,847 0 11,801,919 0 0 0 4,520,958 0 0 1,507,166 0 0 0 0 0 0 (4,520,958) (0.16) 0