ADDENDUM TO ACQUISITION AND REORGANIZATION AGREEMENT
This Addendum to the Acquisition and Reorganization Agreement (the
"Plan"), dated June 8, 1999, between Xxxx-U International, Inc., a Delaware
corporation (the "Purchaser"); RGB Technology Group, Inc., a Delaware
corporation (the "Company"); and Kimrose Holdings, a Hong Kong corporation
(the "Shareholder"), is entered into by the above-named parties this 30th day
of June, 1999, with all matters set forth herein to be effective as of June 8,
1999, the date of the Plan.
WHEREAS, the stockholders and the Board of Directors of the Purchaser
have resolved to effect a reverse split of the Purchaser's common stock in the
ratio of one share for every 30 shares of the Purchaser that are outstanding
on the effective date of such reverse split;
WHEREAS, the stockholders of the Purchaser have authorized its Board of
Directors to set the exact amount of the reverse split;
WHEREAS, the reverse split has not yet been effectuated on the stock
transfer records of the Purchaser; and
WHEREAS, the parties to the Plan wish to amend the Plan and certain
related documents in order to more accurately reflect their intentions;
NOW, THEREFORE, be it RESOLVED, that Articles 1.01.b. and 4.01.f of the
Plan is hereby amended to provide for the issuance to the Shareholder of
90,000,000 "unregistered" and "restricted" pre-split shares of the Purchaser's
one mill ($0.001) par value common stock;
FURTHER RESOLVED, that the new Board of Directors of the Purchaser does
hereby rescind its resolution, dated on or about June 8, 1999, providing for
the issuance of a total of 3,125,000 shares of the Purchaser's common stock in
consideration of the cancellation of four promissory notes of the Purchaser
totaling $125,000;
FURTHER RESOLVED, that the resolution of the Purchaser's Board of
Directors, dated June 14, 1999, providing for the above-referenced reverse
split, is hereby amended to read as follows:
"RESOLVED, that the Purchaser shall effect a reverse split of its
outstanding one mill ($0.001) par value common stock in the ratio of one share
for every 30 shares outstanding at the close of business on July 9, 1999, with
no change in the authorized capital or par value of such common stock, with
fractional shares rounded up to the nearest whole share and with appropriate
adjustments in the stated capital and additional paid in capital accounts of
the Purchaser."
Dated: 6/30/99 /s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Xx., former
director and President of the
Purchaser
Dated: 6/30/99 /s/Xxxxxxx Xx
Xxxxxxx Xx, former director and
Secretary of the Purchaser
Dated: 6/30/99 /s/Dr. Xxxxxx Xxxxxx
Dr. Xxxxxx Xxxxxx, current director
and President of the Company
Dated: 6/30/99 /s/Xx. Xxxx X. Xxxxxx
Xx. Xxxx X Xxxxxx, current director
and Vice President of the Company
Dated: 6/30/99 /s/Xxxxx Xxx
Xxxxx Xxx, current director
and Secretary/Treasurer of the
Company
RGB Technology Group, Inc.
Dated: 6/30/99 By:/s/Xxxxx Xxx, President
KIMROSE HOLDINGS, a Hong Kong
corporation
Dated: 6/30/99 By/s/X. Xxx
X. Xxx, President
