Exhibit 2.2
William McKay
2240 Buena Vista
Irwindale, CA 91706
February 10, 2000
BY TELECOPY
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Samuel T. Mok., Voting Trustee
1001 Connecticut Avenue, N.W.
Suite 1035
Washington, D.C. 20036
Attention: Samuel T. Mok
and also to,
Sunbase Asia, Inc.
Smith 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 William
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McKay has agreed to acquire all of the issued and outstanding capital stock of
Smith 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 & Gilchrist, 1919 Pennsylvania Ave., N.W.,
Suite 600, Washington, D.C. 20006, 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).
WILLIAM MCKAY
By: /s/ William Reed McKay
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Print Name: William Reed McKay
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AGREED AND ACCEPTED:
SMITH ACQUISITION COMPANY D/B/A
SOUTHWEST PRODUCTS COMPANY, INC.
By: /s/ Samuel T. Mok
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Name: SAMUEL T. MOK
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Title: CHAIRMAN
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SAMUEL T. MOK
Voting Trustee
By: /s/ Samuel T. Mok
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Print Name: SAMUEL T. MOK
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SUNBASE ASIA, INC.
By: /s/ Li Yuen Fai Roger
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Name: LI YUEN FAI ROGER
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Title: CHIEF FINANCIAL OFFICER
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