Exhibit 2.2
Xxxxxxx XxXxx
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
February 10, 2000
BY TELECOPY
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Xxxxxx X. Xxx., Voting Trustee
0000 Xxxxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxx X. Xxx
and also to,
Sunbase Asia, Inc.
Xxxxx Acquisition Company d/b/a Southwest Products Company, Inc.
Dear Ladies and Gentlemen:
This letter agreement shall represent an amendment to that certain Stock
Purchase Agreement (the "Stock Purchase Agreement") pursuant to which Xxxxxxx
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XxXxx has agreed to acquire all of the issued and outstanding capital stock of
Xxxxx Acquisition Company d/b/a Southwest Products Company, Inc..
Section 1.2 of the Stock Purchase Agreement shall be amended read as
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follows:
1.2 Time and Place of Closing.
(a) The closing of the transactions contemplated hereby (the
"Closing") will take place on April 10, 2000, or such earlier date as the
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parties may agree in writing (the "Closing Date"). The Closing shall be
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held at the offices of Jenkens & Xxxxxxxxx, 0000 Xxxxxxxxxxxx Xxx., X.X.,
Xxxxx 000, Xxxxxxxxxx, X.X. 00000, or such location as may be agreed upon
by the parties.
A substitute page that amends Section 1.2 to that effect is attached herewith
(to replace page 1 of the Stock Purchase Agreement).
Section 4.2 is amended to insert: "10,000,000 shares of common stock, no
par value, and 4,000,000 shares of preferred stock, no par value".
A substitute page that sets forth in Section 4.2 the number of issued and
authorized shares of the Company is attached herewith (to replace page 4 of the
Stock Purchase Agreement).
XXXXXXX XXXXX
By: /s/ Xxxxxxx Xxxx XxXxx
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Print Name: Xxxxxxx Xxxx XxXxx
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AGREED AND ACCEPTED:
XXXXX ACQUISITION COMPANY D/B/A
SOUTHWEST PRODUCTS COMPANY, INC.
By: /s/ Xxxxxx X. Xxx
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Name: XXXXXX X. XXX
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Title: CHAIRMAN
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XXXXXX X. XXX
Voting Trustee
By: /s/ Xxxxxx X. Xxx
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Print Name: XXXXXX X. XXX
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SUNBASE ASIA, INC.
By: /s/ Xx Xxxx Fai Xxxxx
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Name: XX XXXX FAI XXXXX
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Title: CHIEF FINANCIAL OFFICER
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