March 23, 2001
Global Sources Limited
Attn: President
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▇▇▇▇▇▇▇▇▇▇, ▇.▇. 07054
Dear Mr. President:
This letter agreement amends that certain stock purchase
agreement dated as of February 1, 2000 (the "Stock Purchase Agreement") by and
among Global Sources Limited, a Delaware corporation (the "Company"), M&S
Corporate Holdings, Inc., a New Jersey corporation ("Investments"), ▇▇▇▇▇ ▇▇▇▇▇
and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Except as otherwise provided herein, the Stock Purchase
Agreement shall remain in full force and effect.
The undersigned hereby acknowledges and confirms, that the
initial keepwell guarantee and the anniversary keepwell guarantee (the "Keepwell
Guarantees") referenced in Article I of the Stock Purchase Agreement and, more
specifically, in Sections 1.05, 1.06 and 1.07 of the Stock Purchase Agreement,
relating to the stock of the Company received by ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ pursuant to the terms of the Stock Purchase Agreement, shall not become
effective until a date that is one year later than the date on which they are to
become effective pursuant to the terms of the Stock Purchase Agreement.
The undersigned hereby further acknowledges and confirms that
the change of the date on which the Keepwell Guarantees are to become effective
does not constitute a default under the Stock Purchase Agreement, and to the
extent that such a default should be found to have occurred, the undersigned
hereby waives any and all rights and remedies that may have arisen in the past,
or may arise in the future, as a result of such default.
Very truly yours,
/s/ ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇