AMENDMENT Agreement
THIS AGREEMENT made effective the 7th day of August, 2003.
BETWEEN
Xxxxxxx, Inc.,
a business corporation duly incorporated and validly existing
under the laws of the State of Delaware, with its business address at
950, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, XX, Xxxxxx
("Xxxxxxx")
AND
Speed One Investment Limited ("Speed One")
And
Beijing Beike Machinery Electronic Materials Hightech
Corporation ("BK Machinery")
(collectively, "BK Shareholders")
WHEREAS:
The Parties hereto entered into an Acquisition Agreement dated June 15, 2003
(the "Acquisition Agreement"), by which Xxxxxxx agreed to acquire 100% of the
issued and outstanding shares of Beijing Xxxxx-Xxxxx Automation Engineering
Company Limited ("BK").
NOW, THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants herein contained, and other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged by the Parties, and
intending to be legally bound, the Parties agree to amend the Acquisition
Agreement as follows:
1. The Parties agree that BK Shareholders have tendered all their 25% of
shares of BK owned by the parties as follows:
BK Machinery 25%
Speed One 0%
2. Xxxxxxx has issued herewith 17,500,000 shares of its common stock as
follows:
Speed One 0
BK Machinery 17,500,000 common shares of Xxxxxxx
3. The shares of BK tendered by BK Machinery under section 1 above and the
shares of Xxxxxxx, Inc. issued under section 2 shall be held in escrow
pending delivery of the audit of BK. Such shares shall not be vested in
any Party hereto pending their release from the escrow arrangement.
4. The balance of the shares of BK shall be tendered when the conditions
of the Acquisition Agreement and this Amendment have been met.
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5. The Parties understand and agree that 75% of the issued and outstanding
shares of BK remain outstanding and may not be delivered, until and
unless an audit conforming to US GAAP standards and SEC regulations has
been delivered and accepted by Xxxxxxx, Inc. and the reverse split of
the common shares of Xxxxxxx, Inc. is authorized by shareholders of
Xxxxxxx, Inc. The Parties further understand that shareholder approval
cannot be obtained without above-mentioned audits and compliance with
Section 14 of the Securities Exchange Act of 1934.
6. The name of Xxxxxxx, Inc. will be changed to BK Automation, Inc. con-
current with the Closing Date. The issued and outstanding shares of
Xxxxxxx, Inc. shall be consolidated on a one for three basis as soon as
allowable pursuant to a 14c Information Statement cleared by the SEC.
Upon completion of the BK audits and the reverse split and any other
conditions, the additional shares required under the Acquisition Agree-
ment shall be issued to complete the closing of the acquisition.
7. The Parties shall expedite the audit on the financial statements of BK
for the last two years currently underway, in order to convert same
into US GAAP as required by the SEC as soon as possible.
IN WITNESS WHEREOF the Parties have duly executed this agreement.
Xxxxxxx Inc.
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Xxxxxx Xxx, President & CEO
BK Shareholders
Speed One Investment Limited
By: ) c/s
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Name: )
Title: )
Beijing Beike Machinery Electronic
Materials Hightech Corporation
By: ) c/s
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Name: )
Title: )
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