Exhibit 10.1
AMENDMENT
TO
STOCK PURCHASE
AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE
AGREEMENT (this “ Amendment to Agreement ”) is
entered into and made effective as of the 2nd day of September,
2009 (the “ Effective Date ”), by and between
Noel Noel, Ltd., an entity formed under the laws of the United
Kingdom with its principal office located in Ashington,
Northumberland, United Kingdom (“ Seller ”) and
Lance Ayers, an individual residing in Dallas County, Texas
(“ Buyer ”).
RECITALS:
WHEREAS, Seller was the record and
beneficial holder of 5,000,000 shares (post-forward split
50,000,000 shares) of common stock, $0.00001 par value per share
(“Seller’s Stock”) of Real Estate Referral
Center, Inc., (now named Gold Bag, Inc.) a Nevada corporation with
its principal offices located in Dallas, Texas (the “
Company ”) which represented 71.90% of the issued and
outstanding capital stock of the Company;
WHEREAS, Seller was the
Company’s principal shareholder and Seller is owned 100% by
James Hunter, an individual residing in Ashington, Northumberland,
United Kingdom;
WHEREAS, Buyer is the President, CEO
and sole Director of the Company;
WHEREAS, effective April 1,
2009, Seller and Buyer entered into that certain Stock Purchase
Agreement (the “Agreement”) whereby Seller sold to the
Buyer and the Buyer purchased from the Seller 4,500,000 shares
(post forward split 45,000,000 shares) of the Seller’s Stock,
including Seller’s community property interest, if any, (the
“Shares”), on the terms and conditions set forth in the
Agreement;
WHEREAS, as an inducement to Buyer
to purchase the Shares on the terms and conditions set forth in the
Agreement, Seller promised Buyer that Seller would provide the
Company sufficient working capital to initiate operations of the
Company, estimated to be approximately US $181,000;
WHEREAS, Seller has been unable to
provide the Company any amount of working capital in default of its
promise to Buyer; and
WHEREAS, Buyer has agreed to provide
the Company up to US $35,000 in working capital
