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EXHIBIT 10.2
AMENDMENT TO
INTERNATIONAL DISTRIBUTION AGREEMENT
BETWEEN
BEIJING ELAWCHINA NETWORK TECHNOLOGY CO., LTD.
AND
ELAWCHINA.COM, INC.
THIS AMENDMENT is entered into by and between Beijing Elawchina Network
Technology Co., Ltd., a Chinese Corporation with offices at Changwaxi Road 8,
Haidaid District, Beiling, China ("Company"), and elawenglish.com, Inc., a BVI
Corporation (formerly "elawchina.com, Inc.") with offices at 2nd Floor, 116 Main
Street, P.O. Box 3342 Road Town, Tortola British Virgin Islands ("Distributor").
RECITALS
WHEREAS, Company and Distributor have entered into an International Distribution
Agreement dated March 14, 2000; and
WHEREAS, Company and Distributor desire to amend and restate certain material
terms of the original agreement.
NOW, THEREFORE, in consideration of the promises and agreements set forth
herein, the parties, each intending to be legally bound hereby, do promise and
agree as follows:
SECTION 1. DEFINITIONS. Unless otherwise defined herein, all capitalized terms
shall have the meaning given to them in the International Distribution
Agreement.
SECTION 2. AMENDMENT TO THE INTERNATIONAL DISTRIBUTION AGREEMENT. The
International Distribution Agreement is hereby amended as set forth below:
2.1. First sentence of section 1.A. is revised to read: "Company hereby
appoints Distributor, for the Term of this Agreement, as a non-exclusive
distributor, for the sale and distribution of the Product in all markets and
channels of distribution in the Territory."
2.2. All other references in the agreement to "exclusive" are hereby
changed to read "non-exclusive."
2.3. First paragraph of Section 7 is deleted in its entirety and is
replaced by a new paragraph to read: "Company shall be paid a royalty of fifty
percent (50%) of gross revenues of sales made by Distributor and
Subdistributors."
2.4 Section 10 is deleted in its entirety.
AMENDMENT TO INTERNATIONAL DISTRIBUTION AGREEMENT
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SECTION 3. FULL FORCE AND EFFECT. Except as expressly amended hereby, the
International Distribution Agreement shall remain in full force and effect, and,
as so amended, is hereby acknowledged, confirmed and ratified in all parts.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have each caused to be affixed hereto its or his/her hand and seal the day
indicated.
Beijing Elawchina Network Technology Co., Ltd.
/s/ Roland Shi
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Roland Shi
President
June 29, 2000
Elawenglish.com, Inc.
/s/ Roland Shi
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Roland Shi
President
June 29, 2000
AMENDMENT TO INTERNATIONAL DISTRIBUTION AGREEMENT
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