AMENDMENT TO
STOCK EXCHANGE AGREEMENT
This amendment (the "Amendment") to the Stock Exchange Agreement (the
"Agreement"), is entered into as of this 5th day of March, 2003, by and among
Lazarus Industries, Inc., a Utah corporation (hereinafter referred to as
"Lazarus"); American Dairy Holdings, Inc., a Delaware corporation,
(hereinafter referred to as "American"); and the persons listed on Schedule
1(a) to the Agreement, being all of the shareholders of American (hereinafter
referred to as the "Shareholders"), as follows:
1. Paragraph 1.3 is amended as follows:
The closing ("Closing") of the transactions contemplated by the
Agreement shall be on a date and at such time as the parties may agree
("Closing Date"), within the five-day period commencing with the last to occur
of the following: the date Lazarus has obtained shareholder approval of the
matters described in paragraph 5.1 of the Agreement, and properly notified its
shareholders of such action in accordance with Utah corporation law and the
S.E.C. Proxy Rules, or March 20, 2003; provided however, that the Closing
shall in no event be after April 20, 2003, unless extended in writing by the
parties.
2. Paragraph 5.1 is amended as follows:
As soon as practicable following the execution of this Agreement, and
prior to the Closing, Lazarus shall either call a special meeting of its
shareholders, or obtain a consent from holders of a majority of the
outstanding shares of Lazarus, in accordance with Utah corporation law, to
approve the matters described in paragraph 5.1 of the Agreement.
3. Except as amended or modified above, the Agreement will remain
unchanged.
IN WITNESS WHEREOF, the corporate parties hereto have caused this
Amendment to be executed by their respective officers, hereunto duly
authorized, as of the date first above-written.
ATTEST: LAZARUS INDUSTRIES, INC.
By /s/ Xxxx X. Xxxxxxx
_________________________________ _______________________________________
Secretary or Assistant Secretary Xxxx X. Xxxxxxx, President
ATTEST: AMERICAN DAIRY HOLDINGS, INC.
By /s/ Leng You-Bin
__________________________________ _______________________________________
Secretary or Assistant Leng You-Bin, President
SHAREHOLDERS:
/s/ Leng You-Bin /s/ Xxx Xxxxx-Xxx
__________________________________ _____________________________________
Leng You-Xxx Xxx Sheng-Hui
/s/ Xx Xxx-Gan
__________________________________
Xx Xxx-Gang
