THIS AMENDING AGREEMENT is made effective
the 10 th day of January, 2005.
BETWEEN:
Shandong Jinpeng Copper Co., Ltd.,
(hereinafter referred to as Party A), registration number
3723301800059, registered in Shandong province, China, and its
legal address is at Zouping, Shandong Province, People’s
Republic of China.
AND
Terra Nostra Technology Ltd. (hereinafter
referred to as Party B), a Nevada corporation with its common
shares listed for trading on the United Sates Over the Counter
Bulletin Board (“OTC/BB”) under the trading symbol
TNRL, and having an office address of Suite 2818-1 Place Ville
Marie, Montreal, Quebec, H3B 4R4 Canada
WHEREAS:
A.
Under a Joint Venture Contract dated
December 11th 2004, Party A & Party B agreed to establish a new
Chinese Foreign Joint Venture Company, Shandong Terra
Nostra-Jinpeng Metallurgical Co., Ltd., (“Joint
Venture”), whereby Party A will fulfill its investment in the
Joint Venture by contributing existing fixed assets representing
49% of the Joint Venture, and Party B will fulfill its investment
in the Joint Venture by contributing cash or in kind, representing
51% of the Joint Venture.
B.
Further to the Joint Venture, the Parties
prepared the Articles of Association for Shandong Terra
Nostra-Jinpeng Metallurgical Co., Ltd., dated December 11th 2004
(“Articles of Association”), in accordance with the
provisions of the previously signed Sino-Foreign Joint
Venture.
C.
The Parties hereto have variously agreed
to amend the terms and conditions of the Joint Venture Contract and
Articles of Association as follows:
WITNESS IN CONSIDERATION of the mutual
covenants and conditions herein contained and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as
follows:
1.
Defined Terms
All defined terms in the Joint Venture
Contract and Articles of Association shall have the same meaning in
this Agreement save and except as specifically amended under this
Agreement.
2.
Amendments to Joint Venture
Contract
The Parties agree to amend the Joint
Venture Contract as follows:
2.1
Article 3.2 is hereby deleted in its
entirety and replaced with:
Article 3.2: The name of the Joint
Venture
English: Shandong Terra Nostra- Jinpeng
Metallurgical Co. Ltd.
Chinese: 山東環球
–
金鵬金屬有限公司
Its registered office is Zouping,
Shandong Province, China.
2.2
Article 4.2 is hereby deleted in its
entirety, and replaced with the following Article:
Article 4.2
The business scope of the Joint Venture
is as follows:
•
Copper products and Copper
Processing
•
Other production capabilities or
capacity, for which asset acquisition and/or construction will have
commenced and/or have been completed as at the date of the issuance
of the Business Licence for the Joint Venture.
Furthermore, additiona
