AMENDMENT NO. 1
TO
AGREEMENT
This Amendment No. 1, dated as of October 12, 2005, to the Share Exchange
Agreement (the "Agreement") made and entered into as of the 30th day of November
2004, between Entertainment Is Us, Inc. (f/k/a Auto Q International, Inc.), a
Delaware corporation (Auto Q), and the Entertainment Is Us, Inc., a Nevada
corporation (the "Company").
WITNESSETH:
WHEREAS, as of November 30, 2004, Auto Q and the Company entered into the
Agreement, a copy of which is annexed hereto as Exhibit 1; and
WHEREAS, the parties now desire to amend the Agreement as hereinafter set
forth to revise and/or add certain representations regarding the shareholders of
the Company, and to include the shareholders of the Company as a party in
interest;
NOW, THEREFORE, in consideration of and for the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Agreement is hereby amended as
follows:
1. (a) The introductory Paragraph of Article II of the Agreement is hereby
amended to be and read as follows:
"ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES OF AUTQ
As an inducement to and to obtain the reliance of EIU and the shareholders
of EIU, AUTQ represents and warrants as follows:"
(b) In addition to the change made in Paragraph 1(a) above, a new Article
IIIA is hereby added to the Agreement to be and read as follows:
"ARTICLE IIIA
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
Each of the Shareholders hereby represent and warrant to Auto Q that
he/she/it is the sole beneficial owner of the shares of EIUS which he/she/it
owns, and owns such shares, free and clear of all mortgages, pledges,
restrictions, liens, charges, encumbrances, security interests, obligations or
other claims.
2. (A) This agreement shall be construed and interpreted in accordance with
the laws of the State of New York without giving effect to the conflict of laws
rules thereof or the actual domiciles of the parties.
(B) Except as amended hereby, the terms and provisions of the Agreement
shall remain in full force and effect, and the Agreement is in all respects
ratified and confirmed. On and after the date of this agreement, each reference
in the Agreement to the "Agreement", "hereinafter", "herein", "hereinafter",
"hereunder", "hereof", or words of like import shall mean and be a reference to
the Agreement as amended by this agreement.
(C) This agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which taken together shall
constitute a single Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date first stated above.
ENTERTAINMENT IS US, INC.
(f/k/a Auto Q International, Inc)
By:/s/ Xxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President and Chief Financial Officer
ENTERTAINMENT IS US, INC.
By:/s/ Xxxxx Xxxx
------------------
Name: Xxxxx Xxxx
Title: President
SHAREHOLDERS:
Xxxxxxx Finance Pty Ltd
By:/s/ Xxxx Xxxxxxxx
------------------------
Name: Xxxx Xxxxxxxx
Title: Director
A1 Financial Planners Ltd
By: /s/ Xxxxxxx X. Xxxx
-------------------------
Name: Xxxxxxx X. Xxxx
Title: Director
Intavest Pty Ltd
By: /s/ Xxxxxxx X. Xxxx
-------------------------
Name: Xxxxxxx X. Xxxx
Title: Director
Jem Consultants Ltd
By: /s/ Xxxx Xxxxxxxx
-------------------------
Name: Xxxx Xxxxxxxx
Title: Director
Rosemoor Properties Ltd.
By: /s/ Xxxx Xxxxxxxx
----------------------
Name: Xxxx Xxxxxxxx
Title: Director
Starfire InternationalLtd.
By: /s/ Xxxx Xxxxxxxx
---------------------
Name: Xxxx Xxxxxxxx
Title: Director
Romaine International Ltd.
By: /s/ Xxxx Xxxxxxxx
---------------------
Name: Xxxx Xxxxxxxx
Title: Director
Alirea Ltd.
By: /s/ Xxxx Xxxxxx
-------------------
Name: Xxxx Xxxxxx
Title: Attorney
Traiar Ltd.
By: /s/ Xxxx Xxxxxx
-------------------
Name: Xxxx Xxxxxx
Title: Attorney
Xxxxxxx Ltd.
By: /s/ Xxxx Xxxxxx
-------------------
Name: Xxxx Xxxxxx
Title: Attorney
Marino Services Pty Ltd.
By: /s/ Xxxxx Xxxxx
-------------------
Name: Xxxxx Xxxxx
Title: Director
Power Business Ltd.
By: /s/ Xxxx Xxxxxxxx
---------------------
Name: Xxxx Xxxxxxxx
Title: Director
Waterview Limited
By: /s/ Xxxxx Xxxxx
-------------------
Name: Xxxxx Xxxxx
Title: Director
