AMENDMENT TO DEBT REDUCTION AGREEMENT
AMENDMENT
TO DEBT REDUCTION AGREEMENT
This
Amendment (this “Amendment”)
is
made and entered into as of February 20, 2007 by and among China Precision
Steel, Inc., a Colorado corporation (the “Company”), Partner Success Holdings
Limited, a British Virgin Islands Business Company (“PSHL”), and Mr. Wo ▇▇▇▇ ▇▇,
a Hong Kong national (“Li”), on the basis of the terms and conditions set forth
herein. Capitalized terms not otherwise defined herein have the meaning set
forth in the Debt Reduction Agreement, dated as of February 13, 2007 (the
“Agreement”), among the Company, PSHL and Li.
WHEREAS,
the
parties entered into that certain Debt Reduction Agreement on February 13,
2007
(the “Agreement”); and
WHEREAS,
the
parties consider it appropriate to make certain amendments to the Agreement
as
set forth below;
NOW,
THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION,
the
receipt of which is hereby acknowledged, the parties agree as
follows:
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1.
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Amendment.
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1.1
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Effective
as of the date hereof, section 2 of the Agreement is amended in its
entirety to read as follows:
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The
Conversion Amount shall be converted (the “Conversion”) by the Company into such
number of shares (the “Shares”) of Common Stock, to be issued to Li or his
designees, as shall be determined pursuant to a price per share equal to that
of
the Common Stock sold in a Placement (the “Purchase Price”), such Conversion to
be effected upon Company shareholder approval (the “Closing”); provided,
however, that no Conversion shall be required to be effected hereunder if the
aggregate amount of gross proceeds payable at Closing to the Company is less
than $19,000,000; provided further that no such shareholder approval shall
be
required if ▇▇. ▇▇, in his sole discretion, effects such Conversion at the
closing bid price of the Common Stock on The NASDAQ Capital Market as determined
on the business day prior to such Conversion.
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1.2
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Effective
as of the date hereof, section 5 (iii) of the Agreement is amended
in its
entirety to read as follows:
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The
Tuorong Consideration, after deduction therefrom for the amount of the Dividend
Rescission, shall be converted (the “Second Conversion”) into such number of
shares of Common Stock, to be issued to Li or his designees, at a price per
share that is the greater of (i) the Purchase Price, as defined in paragraph
2
above, and (ii) the closing bid price of the Common Stock as reported on The
NASDAQ Capital Market as determined on the business day prior to such Second
Conversion.
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1.3
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In
all other respects, the Agreement is hereby confirmed in its
entirety.
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2.
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Representations
and Warranties.
Each of Company, PSHL, and LI represents and warrants to each other
as
follows:
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2.1
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Corporate
Authority and Power.
It has all requisite power and authority to enter into this
Amendment.
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2.2
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Authorization
of Agreements.
The execution and delivery of this Amendment and the performance
of the
Agreement have been duly authorized by all necessary
action.
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3.
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Governing
Law.
This Amendment shall be governed by and construed in accordance with
the
laws of the State of New York, without regard to conflict of laws
principles.
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4.
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General.
Except as expressly set forth herein, the Agreement remains unmodified.
The Agreement (as amended from time to time) is confirmed as being
in full
force and effect. This Amendment and the Agreement referred to herein
or
therein constitute and supersede all prior and current understanding
and
agreements, whether written or oral, with respect to such subject
matter.
This Amendment may be executed in any number of counterparts, which
together shall constitute one instrument, and shall bind and inure
to the
benefit of the parties and their respective successor and
assigns.
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rest
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2
CONFORMED
COPY
IN
WITNESS THEREOF, THIS AGREEMENT is
duly
executed as of the date set forth above.
| CHINA PRECISION STEEL, INC. | WO ▇▇▇▇ ▇▇ | ||
| By : /s/ Leada Tak ▇▇▇ ▇▇ | /s/ Wo ▇▇▇▇ ▇▇ | ||
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|
Wo ▇▇▇▇ ▇▇ |
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| Title: Chief Financial Officer |
| PARTNER SUCCESS HOLDINGS LIMITED | |||
| By: /s/ Shu ▇▇▇▇▇ ▇▇▇▇▇ | |||
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|
|||
| Title: Director |