Contract

Amendment
      No. 1 dated as of July 10, 2006 to Asset Purchase Agreement dated May 25, 2005
      (the “Purchase Agreement”) between Sea Change Group, LLC, a New York limited
      liability company (“Seller”), and Innopump, Inc., a Nevada corporation
      (“Buyer”). 

RECITALS
 
Buyer
      and
      Seller, having entered into the Purchase Agreement, now wish to amend the
      Purchase Agreement by deleting therefrom one of its provisions.

NOW
      THEREFORE, in consideration of the premises, the parties hereto agree as
      follows:

            1.

            Amendment.
                Section 3.1.2 is hereby deleted from the Purchase Agreement.
                
            2.

            Effect
                of Amendment. Except as amended hereby, the Purchase Agreement shall
                remain unmodified and in full force and effect, and is ratified and
                confirmed in all respects. 

            3.

            Entire
                Agreement. This Amendment together with the Purchase Agreement
                constitute the full and entire understanding and agreement between
                Seller
                and Buyer with regard to the subjects set forth in the Purchase Agreement.
                
            4.

            Headings.
                The headings contained in this Amendment are for convenience of reference
                only and are not to be given any legal effect and shall not affect
                the
                meaning or interpretation of this Amendment.

IN
      WITNESS WHEREOF, the parties have executed this Amendment as of the date first
      written above.
 
              SEA
                  CHANGE GROUP, LLC

              INNOPUMP,
                  INC.

              By:

              By:

Name: 

              Name:

              Title:

              Title:
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Table of Contents

Contract

Document Metadata

SEA CHANGE GROUP, LLC			INNOPUMP, INC.


By:			By:
Name:			Name:
Title:			Title: