AMENDMENT TO AGREEMENT
AND
PLAN OF REORGANIZATION
THIS AMENDMENT, dated September 30, 2004, is intended to amend certain
terms included in that certain AGREEMENT AND PLAN OF REORGANIZATION (the
"Agreement), made and entered into on the 19th day of August 2004, by and
between RETAIL XXXXXXX.XXX, INC., a Nevada corporation ("Retail") with its
principal place of business located at 000 Xxxxxxxxxx Xxx., Xxxx X, Xxxxxxx,
Xxxxxxx, Xxxxxx X0X 0X0 and DRAGON INTERNATIONAL GROUP CORP., a Florida
corporation ("Dragon"), with its principal place of business located at Xxxx 00,
Xxxxx X00, Xxxxxxxxxxxxx Xxxxxxx Xxxxxx, 00 Xxxxxx Xxxx Ningbo, China 315000
("Dragon").
Premises
WHEREAS, the Agreement provides for the merger of Dragon into Retail,
and in connection therewith, the conversion of the outstanding common stock of
Dragon into shares of common voting stock of Retail, all for the purpose of
effecting a tax-free reorganization pursuant to sections 354 and368(a) of the
Internal Revenue Code of 1986, as amended; and
WHEREAS, the parties to the Agreement have determined that the
contractual obligations of Dragon included in Section 3.02 of the Agreement are
inaccurrate and as such, the parties hereto wish to amend Section 3.2 of the
Agreement to reflect the true contractual obligationsof Dragon.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in the Agreement and the mutual benefits to the parties to be derived
therefrom and herefrom, Section 3.2 of the Agreement is hereby amended, as
follows:
"Section 3.2 Issuance of Retail Common Shares. (a) In exchange for all
of the Dragon Common Shares tendered pursuant to Section 3.1, Retail shall issue
an aggregate of 24,625,000 "restricted" Retail Common Shares, including (i)
22,750,000 "restricted" Retail Common Shares to the Dragon shareholders on a pro
rata basis, and (ii) 1,875,000 "restricted" Retail Common Shares to those two
entities designated by Dragon pursuant to contractual obligations of Dragon, so
that the Dragon shareholders and assigns will own approximately 95% of the
surviving company's issued and outstanding common stock."
The balance of the Agreement shall remain as stated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Agreement to be executed by their respective officers, hereunto duly authorized,
and entered into as of the date first above written.
RETAIL XXXXXXX.XXX, INC.
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, President
DRAGON INTERNATIONAL GROUP CORP.
By: /s/ Xxxxx Xx
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Xxxxx Xx, Chief Executive Officer
