AMENDMENT TO
STOCK PURCHASE AGREEMENT
AMONG
CIRMAKER INDUSTRY CO., LTD., AS SELLER
AND
WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, LTD., AS PURCHASER
February 10, 2003
AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT ("Agreement") has been made and
entered into as of this 10th day of February, 2003, between Cirmaker Industry
Co., Ltd. incorporated under the Company Law of the Republic of China ("Seller"
or the "Company"), and Wrestle-plex Sports Entertainment Group, Ltd., a Nevada
Corporation (the "Purchaser").
R E C I T A L S:
A. On or about December 2, 2002, the parties entered into a Stock Purchase
Agreement (the "Agreement") pursuant to which Purchaser agreed to purchase from
the Seller an aggregate of at least 80% of the common stock of Seller from new
capital stock issued by the Seller.
B. The parties now intend by this agreement to modify and amend the
Agreement in the following particulars, leaving all other provisions of the
Agreement as heretofore provided.
C. Seller has delivered approximately 16,100,000 shares of the Company to
China Trust Securities as Escrow Holder and Purchaser will deliver 8,050,000
shares of Purchaser to China Trust Securities as consideration for these shares
prior to Closing (the "Initial Exchange").
D. Purchaser has agreed to extend the exchange offer for a period of six
months following the Initial Exchange for any additional shares of the Company
that are submitted to escrow for exchange with Purchaser ("Subsequent
Exchanges").
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, the parties hereto agree as follows and do thereby adopt this
Agreement.
1. The definition of Closing date in Article I shall be:
"Closing Date" shall mean on or before February 28, 2003, plus any extension as
provided herein, or such other date as agreed in writing to by the parties on
which the Closing occurs."
2. Paragraph 2.1 of the Agreement is amended to read as follows:
"Stock Sale. Subject to the terms and conditions of the Closing Documents, the
Seller hereby agrees to sell, transfer and deliver to Purchaser, and Purchaser
hereby agrees to purchase and accept, the Transferred Shares, in consideration
for the delivery of one share of Purchaser's common stock for each two of the
Transferred Shares (the "Purchase Price") properly delivered through escrow as
provided in paragraph 5.4 herein.
Seller shall be granted registration rights for each of the Purchase Price
shares in which each of the shares shall be registered with the Securities and
Exchange Commission within six months of the Company's full listing on a
National US Exchange, but no later than twenty four months from the Closing
Date."
3. Add a new Paragraph 5.4 which shall read as follows:
--------------------------------------------------------------------------------
"5.4 Escrow of Shares. The exchange of the Purchase Price shares and the
Transferred Shares shall be made pursuant to an escrow agreement with China
Trust Securities. China Trust shall be specifically instructed not to issue any
of the Purchaser Price shares unless and until: (a) it has received the total
number of shares of Seller identified as the Initial Exchange, and (b) each of
the individual shareholders submitting those shares have signed the Declaration
and Affidavit of Sale Pursuant to Rule 904 of Regulation S of The Securities Act
of 1933 attached hereto. The Transferred Shares, when deliverable, shall be
delivered by Escrow Agent to the offices of Cane O'Xxxxx Xxxxxx, LLC as counsel
for Purchaser."
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
PURCHASER:
---------
/s/ X. X. Xxxxxx
-----------------------------------
Wrestle-plex Sports Entertainment
Group, Ltd.
SELLER:
------
/s/ Xxxx Xxxx
-----------------------------------
Cirmaker Industry Co., Ltd.
