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Amendment to Asset
Purchase Agreement
This Amendment (the “Amendment”) to
that certain Asset Purchase Agreement, dated as of February 8, 2007
(the “APA”) by and among Beijing Hi-Tech Wealth
Investment and Development Company Limited, a limited liability
company organized under the laws of the People’s Republic of
China (the “Seller”), Magical Insight Investments Ltd.,
a British Virgin Islands corporation (the “Buyer”) and
General Components, Inc., a Nevada corporation
(“Parent”) is made as of February 15, 2007 by each of
the parties to the APA. Terms used but not defined herein shall
have the meanings assigned to them in the APA.
WHEREAS, pursuant to the APA, Parent agreed to
contribute 30,000,000 warrants to purchase shares of Parent’s
Common Stock (the “Parent Warrants”) to the Buyer and
the Buyer agreed to deliver such Parent Warrants to the Seller on
the Closing Date to enable the Buyer to purchase the Interest from
the Seller; and
WHEREAS, on February 13, 2007,
Parent consummated a 1 for 10 reverse split of its outstanding
Common Stock; and
WHEREAS, the parties have decided that in lieu
of the contribution of 30,000,000 Parent Warrants to the Buyer,
Parent shall contribute 3,000,000 shares of Parent’s Common
Stock to the Buyer (the “Shares”), who will then
deliver the Shares to the Seller as consideration for the
Interest;
NOW THEREFORE, in consideration of the mutual
covenants and agreements contained herein and for other good and
valuable consi
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