**Exhibit10.10**

 

**AMENDMENTNO. 1 TOASSET PURCHASE AGREEMENT**

 

This **AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT**(this “Amendment”), dated as of November 20, 2002, is made andentered into by and between **INTERNATIONALINTEGRATED INCORPORATED**, a British Virgin Islands company (“Purchaser”),and *** * ***(“Seller”).

 

**RECITALS**

 

**WHEREAS**,Purchaser and Seller are parties to that certain Asset Purchase Agreement,dated April 19, 2002 (the “Agreement”), pursuant to which, Purchaseragreed to purchase certain assets and assume certain liabilities ofSeller.  Capitalized terms used in thisAmendment but not defined herein shall have the same meanings given to suchterms in the Agreement.

 

**WHEREAS**,pursuant to the Agreement, Purchaser has agreed to make Weekly Deposits (to beapplied to the Purchase Price) in the amount of * * * beginning on ThursdayApril 25, 2002 and on each Thursday thereafter until the first to occur of theClosing, termination of the Agreement, or January 1, 2004.

 

**WHEREAS**,Purchaser has made Weekly Deposits totaling * * * as of ThursdayNovember 14, 2002, and Purchaser is current in its obligation to pay theWeekly Deposits as of such date.

 

**WHEREAS**,Seller desires that Purchaser pay to Seller an amount equal to * * * (the “Payment”)to be used to satisfy certain funding obligations of Seller to its supplier.

 

*** * ***

 

**WHEREAS**,Purchaser and Seller desire to amend the Agreement as hereinafter provided.

 

**NOW,THEREFORE**, in consideration ofthe foregoing and of the covenants and agreements contained herein and forother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree hereby as follows:

 

1.     Deposits.  Seller acknowledges and agrees that, as of November 14,2002, Purchaser has made Weekly Deposits totaling * * * and that as of suchdate the sum total of the Initial Deposit, Execution Deposit and all WeeklyDeposits equals * * *.  Seller alsoacknowledges and agrees that as of the date hereof, Purchaser is current in itsobligation to pay the Weekly Deposits under the Agreement.

 

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2.     Payment.

 

2.1           Following the execution and deliveryof this Amendment, Purchaser shall pay to Seller the Payment.  For purposes of calculating the total amountpaid by Purchaser under the Agreement, Seller and Purchaser acknowledge andagree that the Payment does not constitute a deposit to be credited towards thePurchase Price.

 

2.2           * * *

 

3.     Amendment of Section 1.2(a).  Section 1.2(a) of the Agreement is herebyamended to change the reference to “Seller” in the first sentence thereof to“Purchaser”.

 

4.     Amendment of Schedule 1.2.  The table set forth in Schedule 1.2 of theAgreement is hereby amended to change the reference located in the first rowunder the column heading entitled “Adjustment Date” from “September 30, 2002”to “December 31, 2002” and to delete the entire second row, which containsreferences to “October 1, 2002 through December 31, 2002” and “* * *”.

 

5.     Effect.  Except as and to the extent amended by this Amendment, theAgreement shall remain in full force and effect in accordance with its terms.

 

6.     Miscellaneous.

 

6.1           Successors and Assigns.  This Amendment shall be binding upon andinure to the benefit of the parties hereto and their respective successors andassigns.  No party hereto may assignthis Amendment or any rights or obligations hereunder without the prior writtenconsent of the other party; provided, however, that Purchaser may assign itsrights and obligations hereunder to a wholly owned subsidiary without theconsent of Seller.

 

6.2           Entire Agreement.  This Amendment and the Agreement, asamended, sets forth the entire understanding of the parties hereto with respectto the transactions contemplated hereby and thereby.

 

6.3           Amendment; Waiver.  This Amendment shall not be amended ormodified except by a written instrument duly executed by each of the partieshereto.  Any extension or waiver by anyparty of any provision hereto shall be valid only if set forth in an instrumentin writing signed on behalf of such party.

 

6.4           Counterparts.  This Amendment may be executed in any numberof counterparts and any party hereto may execute any such counterpart,including by electronic facsimile, each of which when executed and deliveredshall be deemed to be an original, and all of which counterparts taken togethershall constitute but one and the same instrument.

 

6.5           Governing Law.  This Amendment and the rights andobligations of the parties hereunder shall be governed by and construed andinterpreted in accordance with the laws of the State of California, withoutregard to the conflict of laws.

 

6.6           Severability.  If one or more provisions of this Amendmentare held to be unenforceable under applicable law, such provision shall beexcluded from this Amendment and

 

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thebalance of the Amendment shall be interpreted as if such provision were so excludedand shall be enforceable in accordance with its terms.

 

[Signaturepage follows]

 

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**INWITNESS WHEREOF**, the parties heretohave executed this Amendment No. 1 to Asset Purchase Agreement as of the datefirst above written.

 
|   | **INTERNATIONAL  INTEGRATED  INCORPORATED**, a British Virgin  Islands company |
|--------|--------------------------------------------------------------------------------|
|   |                                                                           |
|   |                                                                           |   |
|   | By:                                                                            |   |   |
|   |                                                                           |   Name:  Donald K. McGhan |
|   |                                                                           |   Title:  Chairman |
|   |                                                                           |
|   |                                                                           |
|   | *** * ***                                                                      |
|   |                                                                           |
|   |                                                                           |
|   | By:                                                                            |   |   |
|   |                                                                           |   Name:  * * * |
|   |                                                                           |   Title:  President |

 

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