EXHIBIT 10.24
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
This Amendment (this "Amendment") to that certain Membership Interest Purchase
Agreement dated June 27, 2007 (the "Agreement") by and among Sense Holdings,
Inc. (the "Company") and its wholly owned subsidiary China Chemical Group, Inc.
and Shanghai Aohong Industry Co., Ltd. ("Aohong") and its members Xx. Xxxxx Xx
and Xxx. Xxxx Xx is entered into on August 3, 2007.
The following recitals replace the recitals in the original Membership Interest
Purchase Agreement:
RECITALS
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WHEREAS, Aohong is organized under the laws of the People's Republic of
China (the "PRC") and its business and operations which are the distribution and
sale of coolants and refrigerants are located in China.
WHEREAS, Aohong has two wholly owned subsidiaries, Shanghai Binghong
Trading Co., Ltd. and Shanghai Wuling Environmental Material Co., Ltd.
WHEREAS, Aohong has total net assets equivalent to approximately
$3,642,524.
WHEREAS, Hu and Ye are the sole members of Aohong, holding membership
interests of 65.35% and 34.65%, respectively.
WHEREAS, the Buyer is desirous of purchasing membership interests in
Aohong for the consideration and pursuant to the terms and conditions hereof
which shall equal 56.08% of the total membership interests of Aohong (the
"Membership Interests").
WHEREAS, Aohong and the Members are desirous of selling the Buyer such
Membership Interests for the consideration and upon the terms and conditions
hereof.
WHEREAS, the Company will contribute total consideration of $4,567,500
in cash and stock consideration in compliance with all rules and regulations of
the PRC.
The following sections amend the same sections in the original Membership
Interest Purchase Agreement:
1.2 Purchase Price. As full and complete consideration for the purchase
of the Membership Interests Buyer will pay Aohong a total of approximately
$4,567,500 in consideration as follows:
o $800,000 shall be paid to Aohong on or before September 30, 2007; and
o an additional $400,000 shall be paid to Aohong on or before June 30, 2008;
and
o an additional $600,000 shall be paid to Aohong on or before December 31,
2008;
o the remaining $1,580,000 shall be paid to Aohong on or before June 27, 2009.
o 12,500,000 shares of the Company's common shares upon execution of the
Agreement valued at $1,187,500 ($.095 per share).
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment to the Advisory Agreement as of August 3, 2007.
SENSE HOLDINGS, INC.
By: /s/ Xxxx Xxxxx Perler
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Xxxx Xxxxx Perler, President and
Chief Executive Officer
CHINA CHEMICAL GROUP, INC.
By: /s/ Xxxx Xxxxx Perler
---------------------
Xxxx Xxxxx Perler, President
SHANGHAI AOHONG INDUSTRY CO., LTD.
By: /s/ Xxxxx Xx
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Xxxxx Xx, Member
By: /s/ Xxxx Xx
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Xxxx Xx, Member
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