Amendment to Asset Purchase Agreement and Share Exchange
This Amendment to the Asset Purchase Agreement and Share Exchange dated
February 14, 2005, between Heritage Scholastic Corporation, a Nevada corporation
with its principal place of business at 0000 Xxxxxxx Xxxxxx, Xxxxxxxx
Xxxxxxxxxx, 00000, ("Heritage"); Nano Chemical Systems, Inc., a Nevada
Corporation with its principal place of business at 0000 XX Xxxxxx, Xxxxxxxx,
Xx. 00000 ("Nano").
RECITALS:
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A. WHEREAS, the parties entered into an Asset Purchase Agreement and Share
Exchange dated January 27, 2005, ("Agreement"), whereby Heritage acquired all of
the Assets of Nano for the issuance of a total of 9,000,000 shares of Heritage's
common stock to the Nano shareholders.
B. WHEREAS, all of the parties to the Agreement desire to amend the terms
of the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained in this
Amendment and other valuable consideration, the receipt of which is
acknowledged, the parties to this Agreement agree as follows:
1. Merger: The parties agree to amend this transaction from a Asset Purchase
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Agreement and Share Exchange to a Stock Purchase Agreement and Share
Exchange with the result that Nano shall become a wholly owned subsidiary
of Heritage and Heritage shall issue 9,000,000 shares to the Nano
shareholders
4. Effective Date: The Closing of the Stock Purchase Agreement and Share
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Exchange (the "Closing") shall be effective on January 27, 2005, the
effective date of the Asset Purchase Agreement and Share Exchange.
5. Full Force of Agreement: All representations, covenants and warranties as
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well as all other conditions and obligations set forth in the Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be executed by their respective officers, hereunto duly authorized, and
entered into as of the date first above written.
ATTEST: HERITAGE SCHOLASTIC CORPORATION
By:/s/ Xxxxxxx Xxxxxxx
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ATTEST: NANO CHEMICAL SYSTEMS, INC.
By:/s/ Xxxxxxx Xxxxxxx
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