FOURTH AMENDMENT TO AMENDED
STOCK EXCHANGE AND PLAN OF MERGER
AGREEMENT
THE STOCK EXCHANGE AND PLAN OF MERGER AGREEEMNT (the
“Agreement”) entered into on the 8 th day of
September 2006, and as subsequently amended, by and among GALTECH
SEMICONDUCTOR MATERIALS CORPORATION, a Utah corporation
(“GALTECH”) and CBM GROUP, INC., a Nevada corporation
(“CBM”), is hereby further Amended as
follows:
WITNESSETH
WHEREAS, Wells Fargo Bank, Scott Garrett, and the
Chapter 11 Trustee, Linda Bloom, in Case No. 04-17704, have all
entered into a Stipulated Motion to Approve Compromise of
Controversy, wherein Linda Bloom purports to have the authority to
have Hydroscope ® IP and related assets purchased by CBM Group,
Inc. from Hydroscope Canada, Inc. to revert in ownership to the
Bankruptcy Estate the Cooks, Case No. 04-17704;
WHEREAS, this purported action by Linda Bloom,
accomplished in concert with Wells Fargo, Scott Garrett, to
disgorge CBM Group, Inc. of its Hydroscope IP and related assets,
has now interfered with this Agreement closing and clouded the
legal ownership of CBM Group, Inc.’s assets; and
WHEREAS, CBM Group, Inc. has filed an Adversary
Action in Bankruptcy Case No. 04-17704,
