AMENDMENT TO SHARE PURCHASE AGREEMENT

1.2  

The Company has forecast net profit for the 12 months ending 30 March 2011, from which a notional valuation has been calculated (see Appendix 4). The Company will be allocated Convertible Preferred Shares of RTG Ventures Inc (“RTGV”), a US public company with offices at David Price, Esq.,1915 Eye Street NW, 5th Floor, Washington, DC 20006185 which will be held by RTGV's transfer agent. The Company will be revalued, applying the same formula as the notional valuation using the Company's results as at March 31, 2011 (the "Final Valuation"). The conversion price (the "Conversion Price") will be calculated by averaging the share price for the 30 days preceding conversion and the Conversion Price will be divided into the Final Valuation to obtain the number of Common shares to be issues to the shareholders of the Company, subject to the limitations in Appendix 4. RTGV's transfer agent will transfer the Common shares to the Company's shareholders on a pro rata basis according to the schedule in Appendix 5.

 

The Closing will take place simultaneously with the filing of the 8/K presenting consolidated balance sheets to the market.

For Cloud Channel Limited

For RTG Ventures Inc.