itlinkz8k073007ex10-2.htm


    
      

      

    

    

      AMENDMENT
        NO. 1

      TO

      SHARE
        PURCHASE AND MERGER AGREEMENT

      


      
        	
                DATE:

              	
                July
                  30, 2007

              


      

      


      
        	
                AGREEMENT:

              	
                Share
                  Purchase and Merger Agreement dated as of June 1,
                  2007 by and among itLinkz Group, Inc. (“ILKZ”), Landway
                  Acquisition Corp. (the “Merger Sub”), Landway Nano
                  Bio-Tech, Inc. (“Landway”), Huaqin Zhou and Xiaojin Wang
                  (the “Investors”), and Jeremy Feakins (the
                  “Principal
                  Shareholder”).

              


      

      


      PREMISES:

      


      
        	
                 

              	
                1.

              	
                The
                  Agreement provides for the simultaneous purchase by the Investors
                  from
                  ILKZ of 500 shares of Series B Convertible Preferred Stock and
                  the merger
                  of the Merger Sub into Landway.

              


      

      
        	
                 

              	
                2.

              	
                The
                  Parties have not completed all of the conditions precedent to closing
                  of
                  the merger.

              


      

      
        	
                 

              	
                3.

              	
                The
                  Parties wish to complete the stock purchase by the Investors prior
                  to
                  closing of the merger.

              


      

      


      NOW,
        THEREFORE, it is agreed:

      


      
        	
                 

              	
                1.

              	
                On
                  July 31, 2007 (the “Share Purchase Closing Date”) the
                  purchase and sale of the Purchased Shares, as contemplated by Section
                  1.01(b) of the Agreement, shall be completed.  The Investors
                  shall wire $530,000 to the account of ILKZ, and ILKZ shall issue
                  to the
                  Investors the Purchased Shares.

              


      

      


      
        	
                 

              	
                2.

              	
                ILKZ
                  hereby represents and warrants to the Investors that all of the
                  representations and warranties of ILKZ made in the Agreement are
                  true and
                  correct and shall be true and correct on the Share Purchase Closing
                  Date
                  as if made on that date.

              


      

      


      
        	
                 

              	
                3.

              	
                Section
                  1.03 and Section 6.01(e) of the Agreement are hereby modified to
                  replace
                  the words “July 31, 2007” with the words “September 30,
                  2007.”

              


      

      


      
        	
                 

              	
                4.

              	
                Except
                  as specifically modified herein, the Agreement remains in full
                  force and
                  effect.

              


      

      


      IN
        WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to
        Share Purchase and Merger Agreement as of the date first above
        written.

      


      ITLINKZ
        GROUP, INC.

      


      


      
        	
                By:

              	
                /s/
                  Jeremy P. Feakins

              


      

      
        	
                Name:

              	
                Jeremy
                  P. Feakins

              


      

      
        	
                Title:

              	
                Chief
                  Executive Officer

              


      

      


      LANDWAY
        ACQUISITION CORP.

      


      
        	
                By:

              	
                /s/
                  Jeremy P. Feakins

              


      

      
        	
                Name:

              	
                Jeremy
                  P. Feakins

              


      

      
        	
                Title:

              	
                Chief
                  Executive Officer

              


      

      



      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      LANDWAY
        NANO BIO-TECH, INC.

      


      


      
        	
                By:

              	
                /s/
                  Huakang Zhou

              


      

      
        	
                Name:

              	
                Huakang
                  Zhou

              


      

      
        	
                Title:

              	
                President

              


      

      


      


      
        	
                INVESTORS

              	
                PRINCIPAL
                  SHAREHOLDER

              
	 	 
	 	 
	
                /s/
                  Huaqin Zhou

              	
                /s/
                  Jeremy P. Feakins

              
	
                HUAQIN
                  ZHOU

              	
                JEREMY
                  P. FEAKINS

              
	 	 
	 	 
	 	 
	
                /s/
                  Xiaojin Wang

              	 
	
                XIAOJIN
                  WANG

              	 


      

      


      


      


      


      




     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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