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EXHIBIT 2.4
[XXXXXX & XXXXXX LETTERHEAD]
16 March 2001
Lovells
00 Xxxxxxx Xxxxxxx
Xxxxxx XX0X 0XX
Re: PROJECT STARFISH
Dear Sirs
We refer to the agreement dated 25 January 2001 (the "Agreement") between
our client Natco Group Inc and your clients the holders of the entire issued
share capital of Axsia Group Limited ("Axsia"), providing for the purchase by
our clients of the entire issued share capital of Axsia. Words defined in the
Agreement shall have the same meanings in this letter.
Please accept this letter as a formal direction from the Purchaser to the
Vendors to transfer the shares of Axsia into the name of Starfish Acquisition
Limited, a new wholly owned subsidiary of the Purchaser.
We write to confirm that agreement has been reached between our respective
clients to the effect that the overall price for the Sale Shares shall be
reduced from pound sterling31,500,000 to pound sterling31,180,000, the reduction
to be applied rateably to the "A" Ordinary, "B" Ordinary, and "C" Ordinary
Shares of Axsia. Clause 3 of the Agreement is amended accordingly.
In all other respects the Agreement remains unchanged. Kindly confirm on
behalf of the Vendors their agreement to this amendment.
Yours faithfully,
/s/ Xxxxxxxx Xxxxx
To: Xxxxxx & Xxxxxx, on behalf of Natco Group Inc
We hereby confirm, on behalf of the Vendors (as defined) their agreement
with the amendment to the Sale and Purchase Agreement dated 25 January 2001 as
set out in your above letter.
Yours faithfully,
/s/ Xxxxx Xxxxxx
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Xxxxxxx
