AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER ("Amendment"), is made
and entered into as of September 30, 2005 by and among KUSHI NATURAL FOODS
CORPORATION, a Delaware corporation ("Parent"), KUSHI SUB, INC., a Delaware
corporation and a wholly owned subsidiary of Parent ("Acquisition Sub") and
HANXIN (CORK) INTERNATIONAL HOLDING CO., LTD., a British Virgin Islands limited
liability corporation (the "Company"), as the direct parent of XI'AN CORK
INVESTMENTS CONSULTATIVE MANAGEMENT CO., LTD. ("Investments") and the indirect
parent of XXXX XXX XIN SCIENCE AND TECHNOLOGY CO., LTD. ("Hanxin"), both of
which subsidiaries are corporations incorporated under the laws of The People's
Republic of China (Parent, Acquisition Sub, the Company, Investments and Hanxin
are referred hereinafter as the "Parties").
W I T N E S S E T H
WHEREAS the Parties have entered into that certain Agreement and Plan
of Merger dated July 11, 2005 (the "Agreement"); and
WHEREAS the Merger contemplated by the Agreement has become effective;
and
WHEREAS, pursuant to Section 6.03 of the Agreement, the Company has a
right to rescind the transactions contemplated by the Agreement under certain
circumstances; and
WHEREAS the Parties desire to remove the provisions of Section 6.03
from the Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Section 6.03 is hereby deleted from the Agreement.
2. Except as set forth herein, the Agreement is ratified and
confirmed in all respects and all other provisions therein shall continue in
full force and effect.
3. All capitalized terms not defined herein shall have the meaning
ascribed to them in the Agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK -
SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized as of the date first
written above.
KUSHI NATURAL FOODS
CORPORATION
By: /S/ XXXXXX XXXXXXXXX
---------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
KUSHI SUB, INC.
By: /S/ XXXXXX XXXXXXXXX
---------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
HANXIN (CORK) INTERNATIONAL
HOLDING CO., LTD.
By: /S/ FANGSHE ZHANG
-----------------
Name: Fangshe Zhang
Title: Chairman
XI'AN CORK INVESTMENTS
CONSULTATIVE MANAGEMENT CO., LTD.
By: /S/ FANGSHE ZHANG
-----------------
Name: Fangshe Zhang
Title: Chairman
XXXX XXX XIN SCIENCE AND
TECHNOLOGY CO., LTD
By: /S/ FANGSHE ZHANG
-----------------
Name: Fangshe Zhang
Title: Chairman
