Amendment No. 1 to Acquisition Agreement between SETO Holdings Inc. and Fimas Sdn Bhd (January 31, 2001)

Summary

This amendment cancels the acquisition of Fimas Sdn Bhd and its subsidiaries by SETO Holdings Inc. Instead of repayment of loans within three months with a bank guarantee, Fimas Group (including Suzhou) will pay SETO Holdings Inc. $110,145 and transfer 25.9% equity in Suzhou, whose net tangible assets as of December 31, 2000, are valued at $315,000. All other terms of the original agreement remain unchanged. The amendment is signed by representatives of both companies.

EX-2.2AMENDMENT1 3 d24836_ex2-2.txt EXHIBIT 2.2 AMENDMENT 1 EXHIBIT 2.2 Fimas Sdn Bhd and all its subsidiaries Date January 31, 2001 Lot 8&9 Lorong Perusahaan Miel 09000 Kulim Kedah Malaysia Att: Yap Hun Kok Managing Director Voon Soo Tuck Operation Director Lim Ah Huat Chairman AMENDMENT 1 Cancellation of the acquisition of Fimas Sdn Bhd and all its subsidiaries by SETO Holdings Inc. PARAGRAPHS THREE (3) ADJUSTMENTS: "In addition all SETO Holdings Inc. loans to Fimas and its subsidiaries must be paid within three months secured with a bankers guarantee." CHANGED TO: The amount due to SETO Holdings Inc. from FIMAS Group including Suzhou is 110,145 USD. The NTA "net tangible assets" of Suzhou as of December 31, 2000 is $315,000. SETO will accept shares of Suzhou of 25.9% equity. ALL OTHER ITEMS REMAIN THE SAME OF THE ORIGINAL AGREEMENT DATED JANUARY 31, 2001. /s/ Eugene Pian /s/ Lim Ah Huat - ------------------------------- -------------------------------- Eugene Pian Lim Ah Huat President, CEO Chairman, Fimas Sdn Bhd SETO Holdings Inc. Date: --------------------------- Date: January 31, 2001 /s/ Yap Huh Kok -------------------------------- Yap Huh Kok Managing Director, Fimas Sdn Bhd Date: --------------------------- /s/ Yap Huh Kok -------------------------------- Voon Soo Tuck Operations Director Date: ---------------------------