EXHIBIT 2.2
-----------
XXXXXX.XXX, INC.
000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
February 11, 2003
Western Power & Equipment Corp.
0000-X X.X. 000xx Xxxxxx
Xxxxxxxxx, XX 00000
Re: Asset and Business Purchase Agreement dated January 29, 2003
Reference is made to the above agreement. As we discussed, the name
GCS Western Power & Equipment Corp. is not readily available in the state of
Delaware. Please confirm that you agree to the complete substitution of GCS
Western Power & Equipment Corp, a Nevada corporation, for a Delaware corporation
of the same name for all purposes of the above agreement by signing a
counterpart of this letter and returning it to us.
Your signatures shall serve as your complete release of Xxxxxx
Xxxxxxxx, individually, and XXXxxx.xxx, Inc., from any liability under the
agreement, arising from any lack of corporate authority on the part of GCS
Western Power & Equipment Corp., Delaware.
XXXXXX.XXX, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
Agreed and Accepted:
WESTERN POWER & EQUIPMENT
CORP. (Oregon)
By: /s/ Xxxx XxXxxx
---------------------------------
Xxxx XxXxxx, President and CEO
WESTERN POWER & EQUIPMENT CORP. GCS WESTERN POWER & EQUIPMENT
(Delaware) CORP.
By: /s/ Xxxx XxXxxx By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------- ----------------------------------
Xxxx XxXxxx, President and CEO Xxxxxx X. Xxxxxxxx, President
