AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT

 

THIS AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT, dated and effective as of the December 29, 2006 (this "Amendment"), is by and among Inncardio, Inc., a Utah corporation (the “Company”); Long-e International Group Co., Ltd., a British Virgin Islands corporation (“Long-e”); and all of the shareholders of Long-e, each of whom has executed a counterpart signature page to this Agreement (each, a “Shareholder” and collectively, the “Shareholders”). The Company, Long-e and the Shareholders are collectively referred to herein as the “Parties”. Terms not defined in this Amendment shall have such meanings as set forth in the Agreement (as defined below).

 

WITNESSETH:

 

WHEREAS, the Parties entered into that certain Share Exchange Agreement dated as of November 30, 2006 (the “Agreement”);

 

WHEREAS, the Parties desire to amend the Agreement by entering into this Amendment;

 

NOW, THEREFORE, for good and valuable consideration and in consideration of the respective representations, warranties, covenants and agreements set forth in the Agreement, the parties hereby agree to amend the Agreement as follows:

AGREEMENT:

 

1. Section 10.1 of the Agreement is hereby deleted in its entirety:

 

2. Except as amended herein, the Agreement shall remain in full force and effect.

 

3. This Amendment may be executed in any number of facsimile counterparts, each of which shall be an original, but which together constitute one and the same instrument. This Amendment may be executed and delivered by facsimile.

 

IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment to the Share Exchange Agreement as of the date first set forth above.

	INNCARDIO, INC.
	By:	/s/ Eric Thatcher
		Name: Eric Thatcher Title: Chief Executive Officer

 

	LONG-E INTERNATIONAL GROUP CO., LTD
	By:	/s/ Bu Shengfu
		Name: Bu Shengfu Title: Chief Executive Officer

	Witness:
		WestPark Capital, Inc.
	By:	/s/ Richard Rappaport
		Name: Richard Rappaport Title: Chief Executive Officer