AMENDMENT NO. 1 TO JOINT VENTURE AGREEMENT

AMENDMENT NO. 1 TO JOINT VENTURE AGREEMENT

THIS AGREEMENT dated for reference the 4th day of July, 2003.

BETWEEN:

XXXXXX ENTERPRISES, INC., a Nevada corporation, having its registered offices at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx, XXX 00000

(hereinafter called “Xxxxxx”)

5G WIRELESS COMMUNICATIONS PTE LTD. , a Singapore corporation, having its registered offices at Xxxxxxxxx Xxxxx, Xxxxxx Xxxxx 0, 0 Xxxxxxx Xxxxxxxxx, Xxxxxxxxx 000000.

(hereinafter called “5G”)

AND:

XXXXXXX XXX HIN TAN , a Singapore national (Singapore passport number 1686630Z), resident at #0, Xxxxxxxx Xxxx, Xxxxxxxxx, 000000.

(hereinafter called “Tan”)

WHEREAS:

X.  Xxxxxx, 5G and Tan (the “Parties”) entered into a joint venture agreement dated May 25, 2003 (the “Joint Venture Agreement”).

B.  The Parties wish to amend the Joint Venture Agreement on the terms of this Amendment No. 1 to Joint Venture Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and of the mutua1 covenants and agreements hereinafter set forth, the parties hereto agree each with the other as follows:

1. The shareholders agreement attached to the Joint Venture Agreement as Schedule A is hereby amended by deleting the original Section 2.06 and replacing Section 2.06 with the following:

“2.06  The following matters shall only be undertaken with the consent in writing of Xxxxxx:

(a)  The sa1e, lease, transfer, mortgage, pledge or other disposition of the undertaking of the Company or any of its subsidiaries;

(b)  Any increase or reduction in the capital of the Company;

(c)  The consolidation, merger or amalgamation of the Company with any other company,

association, partnership or legal entity;

(d)  Any single capital expenditure of the Company in excess of $5,000, or any lease by the Company of property having a fair market value in excess of $5,000;

(e)  Any borrowing by the Company or any of its subsidiaries which would result in the aggregate indebtedness of the Company (other than amounts due to Shareholders) being in excess of $5,000 at any one time;

(f)  Any loans by the Company or any of its subsidiaries to any Shareho1ders, or to an Affiliate;

(g)  Any transaction out of the ordinary course of the business of the Company;

(h)  Any contract between the Company and any Shareholders or an Affiliate;

(i)  Any change in the authorized signing officers in respect of legal documents or any bank or other financial institution;

(j)  Any agreement by the Company, which restricts or purports to restrict or which permits any other party to accelerate or demand the payment of any indebtedness of the Company upon the sale, transfer or other disposition by a Shareholder of his Shares and/or Loan;

(k)  All employment contracts made by the Company;

Provided that nothing in this paragraph 2.06 shall be construed so as to xxxxxx the discretion of the directors of the Company to require such directors to act in a particular way with respect to any of the foregoing matters.”

2. The Joint Venture Agreement shall continue in full force and effect without amendment except as provided in this Amendment No. 1 to Joint Venture Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above.

XXXXXX ENTERPRISES, INC.

Per: /s/ Xxxxxx Xxxxx

Authorized Signatory

Name: X. Xxxxx

Title: President        

 5G WIRELESS COMMUNICATIONS PTE LTD.

Per: /s/ Xxxxxxx Xxx

Authorized Signatory

Name: Xxxxxxx Xxx

Title: CEO  

Signed, sealed and delivered by:

XXXXXXX XXX HIN TAN

/s/ Xxxxxxx Xxx                (seal)

Signature

In the presence of:

WITNESS:

/s/ Xxxxxx Xxx  

Signature

Name: Xxxxxx Xxx

Occupation: Consultant

Address: 0000 Xxxxxxx Xxxx

Xxxx Xxxxxxxxx, XX X0X 0X0