Exhibit 10.2
AMENDMENT, INSTRUCTION AND ACKNOWLEDGEMENT REGARDING
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STOCK SUBSCRIPTION AND PURCHASE AGREEMENT
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This Amendment, Instruction and Acknowledgement, dated effective
January 17, 2001, regards the Stock Subscription and Purchase
Agreement ("Agreement") made January, 17, 2001, by and between
Centrack International, Inc., a Delaware corporation ("Centrack"),
with offices at Xxxxxxx Enterprises, Inc., 0000 Xxxx Xxxxx, Xxxxxxx,
XX 00000, and Xxxxxx Xxxxxxxxx and/or his assigns (provided, however
that such assigns are, at all times, "accredited investors," as that
term is defined in Rule 506 under Regulation D promulgated under the
Securities Act of 1933 (the "Act")).
Centrack acknowledges receipt of Xx. Xxxxxxxxx'x instruction that
his assign/designee under the Agreement shall be GOLDEN STONE GROUP
LIMITED, a British Virgin Islands company with its registered office
at Drake Xxxxxxxx, PO Box 3321, Road Town, Tortola, British Virgin
Islands ("GOLDEN STONE"), and agrees that the 51,780,178 shares of
restricted Centrack Common Stock purchased under the Agreement will be
issued in the name of GOLDEN STONE, subject to the same conditions as
are set forth in the Agreement.
It is further agreed that if any issuance of shares of Centrack
Common Stock to parties who are, on the date of the Agreement,
creditors of Centrack, in settlement of Centrack's obligations to such
creditors, should cause the shares of Centrack Common Stock so issued
to GOLDEN STONE to equal less than 51% of the total outstanding shares
of Centrack Common Stock at the time of such stock issuance to said
creditors, Centrack will issue to GOLDEN STONE additional shares of
Centrack Common Stock such that GOLDEN STONE's ownership of shares of
Centrack Common Stock will then be equal to 51% of the total
outstanding shares of Centrack Common Stock, provided, however, that
the number of any shares of Centrack Common Stock transferred by
GOLDEN STONE shall be deemed to be still owned by GOLDEN STONE for
purposes of the foregoing calculation of 51% ownership.
FOR CENTRACK INTERNATIONAL, INC.
/s/________Steven J. Merritt_____
Signature
Xxxxxx X. Xxxxxxx
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Printed Name
President
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Title
BY XXXXXX XXXXXXXXX FOR GOLDEN STONE GROUP LIMITED
____/s/ Xxxxxx Nathanail________ ____/s/ Xxxxxx Nathanail_________
Signature Signature
Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx
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Printed Name Printed Name
Attorney-in-Fact for GOLDEN STONE
GROUP LIMITED
___________________________ _________________________________
Title Title
Exhibit 10.2 - Pg. 1
